We have carried out the following assurance activities:

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1 Independent Assurance Reprt T the Bard f Directrs and Management f Trnt-Dminin Bank (the Bank ) Our respnsibilities Our limited assurance engagement has been planned and perfrmed in accrdance with the fllwing internatinal standards published by the Internatinal Federatin f Accuntants: Internatinal Standard fr Assurance Engagements ( ISAE ) 3000, Assurance Engagements Other Than Audits r Reviews f Histrical Financial Infrmatin, (tgether, "ISAE 3000"); and, ISAE 3410, Assurance Engagements n Greenhuse Gas Statements, (tgether, ISAE 3410 ). Scpe f ur engagement We have carried ut the fllwing assurance activities: Subject matter 1: A limited assurance engagement in relatin t selected perfrmance indicatrs as reprted in the 2015 Crprate Respnsibility Reprt (the Reprt ) fr the year ended Octber 31, The scpe f ur engagement, as agreed with management, included the fllwing perfrmance indicatrs: emplyee retentin (Canadian and United States peratins); emplyee engagement (TD Bank Grup); percentage f wmen in senir management psitins; percentage f wmen in middle and ther management psitins; percentage f wmen emplyed, verall;

2 percentage f visible minrities in senir management psitins; percentage f visible minrities in middle and ther management psitins; percentage f visible minrities emplyed, verall; percentage f persns with disabilities emplyed, verall; and, percentage f abriginal peples emplyed, verall. paper purchased; and, recycled cntent fr paper purchased. Subject matter 2: A limited assurance engagement in relatin t the Bank s carbn neutral schedule (the Schedule ), fr its Canadian and United States peratins fr the year ended Octber 31, Subject matter 3: A limited assurance engagement in relatin t the Bank s scpes 1, 2 and 3 greenhuse gas emissins as reprted in the Schedule and the Reprt fr its Canadian and United States peratins fr the year ended Octber 31, Subject matters 1 and 2 were carried ut in accrdance with ISAE Subject matter 3 was carried ut in accrdance with ISAE Subject matter and criteria Subject matters 1: The subject matter cnsists f selected scial, ecnmic, and envirnmental perfrmance indicatrs as defined by management and the Glbal Reprting Initiative ( GRI ) G4 Guidelines. The criteria used t evaluate the subject matter cnsisted f the relevant guidance cntained within the GRI G4 Guidelines, including the Financial Services Sectr Supplement, as well as internally develped criteria. Subject matters 2 and 3: The subject matters cnsist f the Bank s Schedule and the scpes 1, 2 and 3 greenhuse gas emissins fr the Bank s Canadian and United States peratins. The Bank s greenhuse gas emissins were prepared and calculated in 2

3 accrdance with the Greenhuse Gas Prtcl Crprate Accunting and Reprting Standard ( GHG Prtcl ). The criteria used t evaluate the tw subject matters cnsisted f the relevant guidance cntained within the GHG Prtcl. Trnt-Dminin Bank management respnsibilities The Reprt and the Schedule were prepared by the management f the Bank, wh are respnsible fr the cllectin and preparatin f the subject matters and the criteria used in determining that the infrmatin is apprpriate fr the purpse f disclsure in bth the Reprt and the Schedule. In additin, management is respnsible fr maintaining adequate recrds and internal cntrls that are designed t supprt the reprting prcess. There are currently n legislative r regulatry requirements requiring the Bank t prepare, publish r have verified a crprate respnsibility reprt r a carbn neutral schedule. Level f assurance Our prcedures were designed t btain a limited level f assurance n which t base ur cnclusins. The prcedures cnducted d nt prvide all the evidence that wuld be required in a reasnable assurance engagement and, accrdingly, we d nt express a reasnable level f assurance. While we cnsidered the effectiveness f management s internal cntrls when determining the nature and extent f ur prcedures, ur assurance engagements were nt designed t prvide assurance n internal cntrls and, accrdingly, we express n cnclusins theren. Wrk perfrmed In rder fr us t express a cnclusin in relatin t the abve subject matters, we have cnsidered the fllwing questins: Cmpleteness Has the Bank fairly presented the subject matter with respect t the rganizatinal and peratinal bundaries and time perid defined in the Reprt and the Schedule? Has the Bank accurately cllated crprate data relating t the subject matter frm all material entities in its defined bundary? 3

4 Has the Bank cllated crprate data relating t the subject matter frm all relevant peratins level data? Accuracy Is the subject matter accurate and sufficiently detailed fr stakehlders t assess the Bank s perfrmance? The prcedures we undertk t frm ur cnclusins included, but were nt limited t: interviewing selected persnnel t understand the key crprate respnsibility issues related t the data and prcesses fr the cllectin and accurate reprting f the subject matter; where relevant, perfrming walkthrughs f systems and prcesses fr data aggregatin and reprting; inquiring f management regarding key assumptins and the evidence t supprt the assumptins; validating the accuracy f calculatins perfrmed, n a sample basis, primarily thrugh inquiry and analytical prcedures; and, validating that data and statements had been crrectly transcribed frm crprate systems and/r supprting evidence int the Reprt and the Schedule thrugh bservatin. Limitatins f ur wrk perfrmed Our prcedures did nt include prviding cnclusins in relatin t: the cmpleteness r accuracy f data sets r infrmatin relating t areas ther than the subject matters; infrmatin reprted by the Bank ther than in its Reprt and Schedule, such as infrmatin cntained n its website; management s frward lking statements; any cmparisns made by the Bank against histrical data; the apprpriateness f definitins fr internally develped criteria; 4

5 the Reprt being in accrdance with requirements f the GRI G4 Guidelines ther than thse cntained within the scpe f ur wrk, as set ut abve; the apprpriateness, sufficiency r cmpleteness f the internally develped criteria t cnvert tnnage f paper t hectares f frest t be cnserved and the apprpriateness f using frest cnservatin as an ffset fr paper cnsumptin; and, whether the bligatins f the Nature Cnservancy f Canada ( NCC ) r The Nature Cnservancy ( TNC ) under agreement with the Bank t help t prtect an agreed-upn amunt f frested area were fulfilled by the NCC and TNC. Additinally, envirnmental and energy-use data are subject t inherent limitatins given the nature and the methds used fr determining such data. The selectin f different but acceptable measurement techniques can result in materially different measurements. The precisin f different measurement techniques may als vary. Our cnclusins Subject t the limitatins f ur scpe nted abve, and based n ur wrk as described in this reprt, we cnclude that nthing has cme t ur attentin that causes us t believe that the three subject matters are nt, in all material respects, fairly presented in accrdance with the GRI G4 Guidelines, the GHG Prtcl and internally develped criteria. 24 May 2016 Trnt, Canada 5

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