Distribution Report by Development Bank (Form DSTRBRPT)

Title and Date. U.S.$ $185,000,000 4.50 per cent. Fixed Rate Notes due January 2, 2030

Interest Rate/Interest Payment Date. 4.50 per cent. per annum payable semi-annually in arrears on January 2 and July 2 of each year beginning July 02, 2025, and ending on the Maturity Date. See, Final Terms, Item 15.

Maturity Date. January 2, 2030.

Redemption Provisions/Amortization Provisions. The Notes are not redeemable prior to maturity. See Prospectus, Terms and Conditions of the Notes, Condition 5.

Kind and Priority of Liens. Not applicable.

Priority of Obligations. The Notes will constitute direct, unconditional, general and unsecured obligations of the Corporation and will rank pari passu and without any preference among themselves and pari passu with all other outstanding unsecured and unsubordinated obligations for borrowed money of the Corporation. See Prospectus, Terms and Conditions of the Notes, Condition 3.

Amendment of Terms.

Other Material Provisions. Not applicable.

Fiscal/Paying Agent. The Global Agent is Citibank, N.A., London Branch, Citigroup Centre, Canada Square, Canary Wharf, London E14 5LB, England.

Plan of Distribution. See, generally, Prospectus, cover page, pp. 45-47, the Program Agreement, and the Terms Agreement.

Stabilization Provisions. Not applicable.

Responsibility of Each Underwriter/Withholding of Commissions. See generally Program Agreement and Terms Agreement.

Distribution Spread. See Final Terms, "Distribution".

Discounts and Commissions to Sub-Underwriters and Dealers. See Item 2(a) above.

Other Expenses of Distribution Not applicable.

Application of Proceeds. The net proceeds will be used for general operations of the Corporation in accordance with its Articles of Agreement.

Exhibits

Information Statement (dated October 3, 2024);¹

Prospectus (October 3, 2023);²

Final Terms (January 14, 2025); and

Terms Agreement (January 14, 2025).

Incorporated by reference from filing pursuant to Rule 2(a)(3) of Regulation IFC dated October 3, 2024

Filed on October 18, 2023.

1.  Issuer:

2.  (i) Series Number:

(ii)  Tranche Number:

3.  Specified Currency or Currencies:

4.  Aggregate Nominal Amount:

(i) Series:

(ii)  Tranche:

5.  Issue Price:

6.  (i) Specified Denominations:

(ii)  Calculation Amount:

7.  Issue Date:

8.  Maturity Date:

9.  Interest Basis:

10.  Redemption/Payment Basis:

11.  Change of Interest or Redemption/Payment Basis:

12.  Put/Call Options:

13.  Status of the Notes:

14.  Method of distribution:

15.  Fixed Rate Note Provisions:

(i) Rate of Interest:

(ii)  Interest Payment Date(s):

(iii)  Fixed Coupon Amount

(iv) Broken Amount(s):

(v)   Day Count Fraction:

(vi) Determination Dates

(vii) Other terms relating to the method of calculating interest for Fixed Rate Notes

16.  Floating Rate Note Provisions

17.  Zero Coupon Note Provisions:

18.  Index Linked Interest Note/other variable-linked interest Note Provisions:

19.  Dual Currency Note Provisions:

20.  Call Option:

21.  Automatic Early Redemption:

22.  Put Option:

23.  Final Redemption Amount of each Note:

24.  Early Redemption Amount(s) per Calculation Amount payable on event of default or other early redemption and/or the method of calculating the same (if required or if different from that set out in the Conditions):

25.  Form of Notes:

Registered Notes:

DTC Global Registered Certificate available on Issue Date

26.  New Global Note (NGN):

27.  Global Certificate held under the new safe-keeping structure (NSS):

No  

28.  Financial Centre(s) or other special provisions relating to payment dates:

29.  Talons for future Coupons or Receipts to be attached to Definitive Bearer Notes (and dates on which such Talons mature):

30.  Details relating to Partly Paid Notes: amount of each payment comprising the Issue Price and date on which each payment is to be made:

31.  Details relating to installment Notes: amount of each installment, date on which each payment is to be made:

32.  Redenomination, renominalization and reconventioning provisions:

33.  Consolidation provisions:

34.  Additional terms:

Applicable

For the purposes of this issue of Notes the first sentence of Condition 6(h) shall be deemed amended to read as follows: "If any date for payment in respect of any Note, Receipt or Coupon is not a business day, the holder shall not be entitled to payment until the next following business day (unless it would thereby fall into the next calendar month, in which event such date shall be brought forward to the immediately preceding business day) nor to any interest or other sum in respect of any such postponed payment."

35.  Governing law:

36. (i)  If syndicated, names and addresses of Managers and underwriting commitments:

    (ii) Date of Terms Agreement:

    (iii) Stabilizing Manager(s) (if any):

37.  If non-syndicated, name and address of Dealer:

The Toronto-Dominion Bank

60 Threadneedle Street

London, EC2R 8AP

United Kingdom

38.  Total commission and concession:

39.  Additional selling restrictions:

/s/ Tom Ceusters

1.  LISTING

(i) Listing:

London

(ii)  Admission to trading:

2.  RATINGS

Ratings:

The Notes to be issued are expected to be rated:

Standard & Poor's Financial Services LLC: AAA

Moody's Investors Service, Inc.: Aaa

3.  INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save as discussed in "Plan of Distribution" in the Prospectus, so far as the Corporation is aware, no person involved in the offer of the Notes has an interest material to the offer.

4.  OPERATIONAL INFORMATION

Intended to be held in a manner which would allow Eurosystem eligibility:

ISIN Code:

Common Code:

CUSIP:

Any clearing system(s) other than Euroclear Bank SA/NV, Clearstream Banking S.A. and The Depository Trust Company and the relevant identification number(s):

Delivery:

Names and addresses of additional Paying Agent(s) (if any):

Names and addresses of any Exchange Agent(s) (other than the Global Agent) (if any):

5.  GENERAL

Applicable TEFRA exemption:

Not Applicable

The undersigned agrees to purchase from you (the "Corporation") the Corporation's U.S.$185,000,000 4.50 per cent. Fixed Rate Notes due January 2, 2030 (the "Notes") described in the Final Terms, dated as of the date hereof in the form of Annex I hereto (the "Final Terms") at 9:00 a.m. New York City time on January 16, 2025 (the "Settlement Date") at an aggregate purchase price of U.S.$185,000,000 (which is 100 per cent of the aggregate nominal amount of the Notes) on the terms set forth herein and in the Standard Provisions, dated as of October 11, 2021 (as amended from time to time, the "Standard Provisions"), incorporated herein by reference. In so purchasing the Notes, the undersigned understands and agrees that it is not acting as an agent of the Corporation in the sale of the Notes.

When used herein and in the Standard Provisions as so incorporated, the term "Notes" refers to the Notes as defined herein, the term "Time of Sale" refers to January 9, 2025, 5:02 p.m. London time and the term "Dealer" refers to the undersigned. All other terms defined in the Prospectus, the Final Terms relating to the Notes and the Standard Provisions shall have the same meaning when used herein.

The Corporation represents and warrants to the undersigned that the representations, warranties and agreements of the Corporation set forth in Clause 2 of the Standard Provisions (with the term "Prospectus" revised to read the "Prospectus as amended and supplemented with respect to Notes at the date hereof") are true and correct on the date hereof. The Corporation has not committed or earmarked the proceeds of the Notes for lending to, or financing activities with, a specific person or organization.

The obligation of the undersigned to purchase Notes hereunder is subject to the accuracy, on the date hereof and on the Settlement Date, of the Corporation's representations and warranties contained in Clause 2 of the Standard Provisions and to the Corporation's performance and observance of all applicable covenants and agreements contained therein, in each case with respect to the Notes. The obligation of the undersigned to purchase Notes hereunder is further subject to the receipt by the undersigned of an officer's certificate of the Corporation substantially in the form referred to in Clause 6(a) of the Standard Provisions, dated as of the Settlement Date.

The Corporation agrees that it will issue the Notes and the undersigned agrees to purchase the Notes at the purchase price specified above (being equal to the issue price of 100.000 per cent. of the nominal amount of the Notes).

The purchase price specified above will be paid on the Settlement Date by the dealer to Citibank, N.A., as custodian for Cede & Co. as nominee for The Depository Trust Company, for transfer in immediately available funds to an account designated by the Corporation.

The Corporation hereby appoints the undersigned as a Dealer under the Standard Provisions solely for the purpose of the issue of Notes to which this Terms Agreement relates. The undersigned accepts such appointment, whereupon it shall be vested, solely with respect to this issue of Notes, with all authority, rights and powers of a Dealer purchasing Notes as principal set out in the Standard Provisions, a copy of which it acknowledges it has received.

In consideration of the Corporation appointing the undersigned as a Dealer under the Standard Provisions solely with respect to this issue of Notes, the undersigned hereby undertakes for the benefit of the Corporation, that, in relation to this issue of Notes, it will perform and comply with all of the duties and obligations expressed to be assumed by a Dealer under the Standard Provisions.

The undersigned acknowledges that such appointment is limited to this particular issue of Notes and is not for any other issue of Notes of the Corporation and that such appointment will terminate upon issue of the relevant Notes, but without prejudice to any rights (including, without limitation, any indemnification rights), duties or obligations of the undersigned which have arisen prior to such termination.

For purposes hereof, the notice details of the undersigned are set out in Schedule I hereto.

Solely for the purposes of the requirements of 3.2.7R of the FCA Handbook Product Intervention and Product Governance Sourcebook (the "UK MiFIR Product Governance Rules") regarding the mutual responsibilities of manufacturers under the UK MiFIR Product Governance Rules:

The Toronto-Dominion Bank (the "UK Manufacturer") understands the responsibilities conferred upon it under the UK MiFIR Product Governance Rules relating to each of the product approval process, the target market and the proposed distribution channels as applying to the Notes and the related information set out in the Final Terms in connection with the Notes; and

the Corporation notes the application of the UK MiFIR Product Governance Rules and acknowledges the target market and distribution channels identified as applying to the Notes by the UK Manufacturer and the related information set out in the Final Terms in connection with the Notes.

This Terms Agreement shall be governed by and construed in accordance with the laws of New York.

This Terms Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such respective counterparts together shall constitute one and the same instrument.

/s/ Frances Watson

/s/ Tom Ceusters