The Toronto-Dominion Bank A$1,550,000,000 Floating Rate

Internal

THE AUSTRALIAN COVERED BONDS HAVE NOT BEEN APPROVED OR DISAPPROVED BY CANADA MORTGAGE AND HOUSING CORPORATION ("CMHC")

NOR HAS CMHC PASSED UPON THE ACCURACY OR ADEQUACY OF THIS DISCLOSURE DOCUMENT. THE AUSTRALIAN COVERED BONDS ARE NOT INSURED

OR GUARANTEED BY CMHC OR THE GOVERNMENT OF CANADA OR ANY OTHER AGENCY THEREOF.

The Toronto-Dominion Bank

A$1,550,000,000 Floating Rate Covered Bonds

due 16 March 2026

Final Termsheet

This is not a complete description of the Australian Covered Bonds to be issued. Investors should consider the terms of the Preliminary

Information Memorandum dated 8 March 2023 (including the documents incorporated by reference in it) and the Pricing Supplement

describing the Australian Covered Bonds in any investment decision.

The Preliminary Information Memorandum is being distributed for information only and is subject to completion and amendment. The

Preliminary Information Memorandum shall not, and is not intended to, constitute or contain an offer or invitation to sell or the

solicitation of an offer to buy, and may not be used as, or in connection with, an offer or invitation to sell or a solicitation to buy any of

the Australian Covered Bonds. It does not comprise a prospectus or other offer document. The definitive terms of the transactions

described in the Preliminary Information Memorandum will be described in the final version of that document. Investors should not

subscribe for any securities referred to the Preliminary Information Memorandum except on the basis of information contained in the

final form of the Information Memorandum.

Neither the Issuer nor the Guarantor is a bank or an authorised deposit-taking institution authorised to carry on banking business under

the Banking Act 1959 of the Commonwealth of Australia (“Australian Banking Act”). The Australian Covered Bonds are neither “protected

accounts” nor “deposit liabilities” within the meaning of the Australian Banking Act. Neither the Australian Covered Bonds nor the

Covered Bond Guarantee are the obligations of any government and, in particular, neither are guaranteed by the Commonwealth of

Australia. Neither the Issuer nor the Guarantor is supervised by the Australian Prudential Regulation Authority and an investment in the

Australian Covered Bonds will not be covered by the depositor protection provisions of Section 13A of the Australian Banking Act and will

not be covered by the Australian Government’s bank deposit guarantee (also commonly referred to as the Financial Claims Scheme).

This document and the information contained herein, are not for publication or distribution, directly or indirectly, to persons in the United

States (within the meaning of Regulation S under the US Securities Act of 1933, as amended (the "Securities Act")) or to entities in Canada

or Australia or any other jurisdiction which prohibits the same, except in compliance with applicable securities laws. The Australian

Covered Bonds are subject to restrictions on transfer as described in the Prospectus dated 30 June 2022 and the supplementary prospectuses

dated 26 August 2022, 5 December 2022 and 3 March 2023 relating to the Programme which is to be read in conjunction with the Preliminary

Information Memorandum.

Capitalised terms used herein and not otherwise defined have the meaning given to them in the Master Definitions and Construction

Agreement dated 25 June 2014, as amended and restated as of 5 July 2019 and as amended on 30 June 2020, 30 June 2021 and 30 June

2022.

Issuer:

The Toronto-Dominion Bank

Guarantor:

TD Covered Bond (Legislative) Guarantor Limited Partnership

Bond Trustee & Trust Deed:

Computershare Trust Company of Canada pursuant to the Trust Deed dated 25 June 2014, as

amended and restated as of 30 June 2022 and as further amended as of 26 August 2022, as

supplemented in relation to the Australian Covered Bonds by an amended and restated

supplemental trust deed dated 2 April 2020, as amended by an amending deed dated 26 July 2022

and an amending deed to be dated on or about [●] March 2023 (collectively, the “Trust Deed”)

Asset Monitor:

Ernst & Young LLP

Programme:

The Issuer's CAD 80bn Global Legislative Covered Bond Programme prospectus dated 30 June 2022

and the supplementary prospectuses dated 26 August 2022, 5 December 2022 and [3] March 2023

Internal

Status:

The Australian Covered Bonds constitute deposit liabilities of the Issuer for the purposes of the

Bank Act (Canada) and will constitute legal, valid and binding direct, unconditional, unsubordinated

and unsecured obligations of the Issuer and rank pari passu with all deposit liabilities of the Issuer

without preference among themselves and (save for any applicable statutory provisions) at least

equally with all other present and future unsecured and unsubordinated obligations of the Issuer,

from time to time outstanding. The Australian Covered Bonds will not be deposits insured under

the Canada Deposit Insurance Corporation Act (Canada),

Covered Bond Legislative

Framework:

The Issuer and the Programme are registered in the registry established by CMHC pursuant to

Section 21.51 of Part I.1 of the National Housing Act (Canada)

Covered Bond Guarantee:

Payment of interest and principal in respect of the Australian Covered Bonds when Due for

Payment will be irrevocably guaranteed by the Guarantor. The obligations of the Guarantor to

make payment in respect of the Guaranteed Amounts when Due for Payment are subject to the

condition that a Covered Bond Guarantee Activation Event has occurred (as set out in the Trust

Deed). The obligations of the Guarantor under the Covered Bond Guarantee will accelerate against

the Guarantor upon the service of a Guarantor Acceleration Notice. The obligations of the

Guarantor under the Covered Bond Guarantee constitute direct obligations of the Guarantor

secured against the assets of the Guarantor, including the Covered Bond Portfolio (as described

below). Payments made by the Guarantor under the Covered Bond Guarantee will be made subject

to, and in accordance with, the applicable Priorities of Payment.

Security:

To secure its obligations under the Covered Bond Guarantee and the Transaction Documents to

which it is a party, the Guarantor has granted a first ranking security interest over all of its present

and future acquired assets, including the Covered Bond Portfolio, in favour of the Bond Trustee (for

itself and on behalf of the other Secured Creditors) pursuant to the terms of the Security

Agreement.

Covered Bond Portfolio:

The Covered Bond Portfolio consists solely of Loans originated by the Seller and secured by

Canadian first lien residential Mortgages.

Instrument:

A$ Floating Rate Covered Bonds

Series Number:

CBL45

Expected Ratings

Aaa by Moody’s Investor Services / AAA by DBRS

Form of Australian Covered Bonds:

Registered

Settlement Date

16 March 2023

Final Maturity Date:

16 March 2026

Extended Due for Payment Date:

16 March 2027

Issue Amount:

AUD 1,550,000,000

Benchmark:

3-month BBSW (with AFMA fallback language)

Re-offer Spread to Benchmark:

+70 bps

Interest:

From and including the Issue Date to but excluding the Final Maturity Date: 3 month BBSW + 70 bps

per annum Floating Rate payable quarterly in arrear and subject to adjustment

Internal

From and including the Final Maturity Date to but excluding the Extended Due for Payment Date or,

if earlier, the date on which the Australian Covered Bonds are redeemed in full: 1 month BBSW +

70 bps per annum Floating Rate payable monthly in arrear and subject to adjustment

Interest Payment Dates:

16 March, 16 June, 16 September and 16 December in each year from and including 16 June 2023

to and including the Final Maturity Date and the 16th day of each month, from but excluding the

Final Maturity Date to and including the Extended Due for Payment Date or, if earlier, the date on

which the Australian Covered Bonds are redeemed in full

Re-offer Capital Price:

100.00%

Business Day Convention:

Modified Following Business Day

Day Count Fraction:

Actual/365 (Fixed)

ISIN:

AU3FN0076196

Common Code:

259901235

Business Days:

Sydney, New York, London, Toronto

Governing Law

The Terms and Conditions of the Australian Covered Bonds are governed by the law of New South

Wales

Denominations:

Denominations of A$1,000. The minimum consideration payable when issued in Australia will be

A$500,000 and A$200,000 outside Australia.

Record Date:

Close of business in Sydney on the date which is the eighth calendar day before the due date of the

relevant payment of principal or interest

Taxation:

So long as the Issuer continues to be a non-resident of Australia and the Australian Covered Bonds

are not attributable to a permanent establishment in Australia, payments of principal and interest

made under the Australian Covered Bonds should not be subject to Australian interest withholding

tax

Joint Lead Managers:

ANZ, CBA, NAB, Nomura, Toronto-Dominion (South East Asia) Limited, Westpac

Redemption Basis:

Redemption at Par

Listing:

None

Repo eligibility

The Issuer expects the Australian Covered Bonds to be repo eligible by the Reserve Bank of

Australia

Issuing & Paying Agent, Registrar &

Calculation Agent

Computershare Investor Services Pty Limited

Clearing System:

Austraclear, Euroclear and Clearstream, via Austraclear bridge

Section 309B(1)(c) of the Securities

and Futures Act:

Solely for the purposes of its obligations pursuant to sections 309B(1)(a) and 309B(1)(c) of the

Securities and Futures Act 2001 (the "SFA"), the Issuer has determined, and hereby notifies all

relevant persons (as defined in Section 309A of the SFA) that the Australian Covered Bonds are

"capital markets products other than prescribed capital markets products" (as defined in the

Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore) and Specified

Investment Products (as defined in the Monetary Authority of Singapore (the “MAS”) Notice SFA

Internal

04-NA12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on

Recommendations on Investment Products).

A credit rating is not a recommendation to buy, sell or hold securities, and it may be subject to revision or withdrawal at any time by the assigning rating

organisation.

The Programme Documents are governed by the laws of Ontario and the laws of Canada applicable therein. Certain programme conditions applicable to the

Australian Covered Bonds will be governed by the laws of Ontario and the laws of Canada applicable therein.

Internal

Disclaimers

ANZ

This term sheet (“Term Sheet”) is produced by Australia and New Zealand Banking Group Limited (“ANZ”), a company incorporated in Australia, solely for informational purposes and is not to

be construed as a solicitation, recommendation or an offer to buy or sell the securities described in this Term Sheet (“Notes”) by ANZ and should not be treated as giving investment advice.

This Term Sheet was prepared using the information directly extracted from the information memorandum, offering circular or other disclosure document for the Notes and is not intended to

be a complete statement or summary of the Notes, particularly with respect to the risk and special considerations associated with an investment in the Notes. This Term Sheet is subject to and

must be read in conjunction with the terms and conditions of the Notes and the offering documents (including any pricing supplement, final terms or similar document relating to the Notes).

ANZ does not undertake to update this Term Sheet.

This Term Sheet has no regard to the specific investment objectives, financial situation or particular needs of any specific recipient, and ANZ in no way provides any financial, legal, taxation,

accounting or investment advice to you in connection with the Notes. Prior to making any decision in connection with the Notes recipients should consult with their own legal, regulatory, tax,

business, investment, financial, accounting and other relevant advisers having regard to their particular circumstances, and make their own investment, hedging and trading decisions based

upon their own judgement and upon advice from such advisers. ANZ, its related bodies corporate, subsidiaries and their respective directors, officers and employees are not acting as advisers

to recipients and do not assume any duty of care in this respect.

ANZ does not guarantee the performance of any Notes. All investments entail a risk and may result in both profits and losses. Past performance is not necessarily an indicator of future

performance. The Notes described in this Term Sheet may not be suitable for all investors, and transacting in these Notes may be considered risky. The acquisitions of any Notes are subject to

applicable offering documents, terms and conditions.

ANZ, its related bodies corporate, subsidiaries and/or their directors, officers and employees or clients may, from time to time, as principal or agent, have long or short positions in, or may buy

and sell, any Notes or related financial instruments or derivatives. Furthermore, ANZ and its related bodies corporate, subsidiaries may perform investment or other banking services for, or

solicit investment or other banking services from, the Notes’ issuer or credit support provider or any other company mentioned in the Term Sheet. ANZ, its related bodies corporate,

subsidiaries and/or their directors, officers and employees may also act as placement agent, adviser or lender to the Notes’ issuer or credit support provider or any other company mentioned

in the Term Sheet and a portion of the Note proceeds may be used to paydown existing facilities of such parties, including those facilities provided by ANZ.

Please note that the contents of this Term Sheet have not been reviewed by any regulatory body or authority in any jurisdiction. ANZ, its related bodies corporate, subsidiaries, and their

respective directors, officers and employees, expressly disclaim any responsibility and shall not be liable for any loss, damage, claim, liability, proceedings, cost or expense arising directly or

indirectly and whether in tort (including negligence), contract, equity or otherwise out of or in connection with the contents of and/or any omissions from this Term Sheet to the extent

permissible under relevant law.

Distribution of this Term Sheet to you is only as may be permissible by the laws of your jurisdiction and is subject to any restrictions set out in the information memorandum, offering circular

or other disclosure document for the Notes. This Term Sheet is not directed to or intended for distribution or use by recipients resident or located in jurisdictions where its use or distribution

would be contrary to those laws or regulations, or in jurisdictions where ANZ or the issuer of the Notes would be subject to additional licensing or registration requirements or is prohibited

from distribution by any restrictions set out in the information memorandum, offering circular or other disclosure document for the Notes. Further, the products and services mentioned in

this document may not be available in all countries.

This Term Sheet is not for distribution in the United States of America or to US persons (as defined in Regulation S under the US Securities Act of 1933). This Term Sheet does not constitute an

offer of securities in any jurisdiction. In particular, the Notes have not been registered under the U.S. Securities Act of 1933 and may not be offered, sold or resold in the United States or to a

US person.

Australia: Any Term Sheets distributed from Australia are distributed by Australia and New Zealand Banking Group Limited (ABN 11 005 357 522). ANZ holds Australian Financial Services

licence number 234527. In Australia this Term Sheet is only for distribution to wholesale or professional investors whose ordinary business includes the buying or selling of securities such as

the Notes in circumstances where disclosure is not required under Chapters 6D or 7 of the Corporations Act 2001 (Cwth) and in such other circumstances as may be permitted by applicable

law. Such Term Sheet should not be distributed to, and is not intended for, any other person.

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(dealing in securities), Type 4 (advising on securities) and Type 6 (advising on corporate finance) regulated activities. In Hong Kong this Term Sheet is only for distribution to “professional

investors” as defined in the Securities and Futures Ordinance (Cap. 571 of the Laws of Hong Kong) and any rules made under that Ordinance. The contents of this document have not been

reviewed by any regulatory authority in Hong Kong. You are advised to exercise caution in relation to the offer. If you are in any doubt about any of the contents of this document, you should

obtain independent professional advice.

Japan: Any Term Sheets distributed in Japan are distributed by ANZ Securities (Japan), Ltd. (“ANZSJL”), a subsidiary of ANZ. In Japan this Term Sheet is only for distribution to "professional

investors” (tokutei toshika) within the meaning of Article 2, Paragraph 31 of the Financial Instruments and Exchange Act of Japan (Act No. 25 of 1948, as amended). ANZSJL is a financial

instruments business operator regulated by the Financial Services Agency of Japan (Registered Number: Director of Kanto Local Finance Bureau (Kinsho), No. 3055) and is a member of the

Japan Securities Dealers Association (Level 31, Marunouchi Building, 4-1 Marunouchi, 2-chome, Chiyodaku, Tokyo 100-633, Japan).

New Zealand: Any Term Sheets distributed from New Zealand are distributed by ANZ Bank New Zealand Limited. In New Zealand this Term Sheet is only for distribution to “wholesale” clients

as defined in the Financial Markets Conduct Act 2013 of New Zealand.

Singapore: Any Term Sheets distributed from Singapore are distributed by the Singapore branch of ANZ, which is licensed in Singapore under the Banking Act 1970 of Singapore and is

exempted from holding a financial adviser’s licence under Section 20(1)(a) of the Financial Advisers Act 2001 of Singapore. In Singapore this Term Sheet has not been registered as a prospectus

with the Monetary Authority of Singapore and is only for distribution only to “accredited investors” or (as the case may be) “institutional investors” (each term as defined in the Securities and

Futures Act Cap. 2001 of Singapore.

Taiwan: Any Term Sheets distributed in Taiwan in connection with bonds to be offered and issued in Taiwan which are denominated in currencies other than New Taiwan Dollars (Formosa

bonds) are distributed by the Taipei branch of ANZ, which is registered as an approved foreign exchange bank by Central Bank of Taiwan and holds a derivative license issued by the Taiwan

Financial Supervisory Commission and Central Bank of Taiwan. In Taiwan, this Term Sheet may only be made available to ANZ customers who have requested or have consented to receive

distribution of this Term Sheet.

United Kingdom: Any Term Sheets distributed from London are distributed by the London branch of ANZ, which is authorised in the United Kingdom by the Prudential Regulation Authority

(“PRA”) and is subject to regulation by the Financial Conduct Authority (“FCA”) and limited regulation by the PRA. Details of ANZ’s regulation by the PRA will be available on request. In the

United Kingdom (“UK”) this Term Sheet is only for distribution to persons who would come within the FCA Handbook Conduct of Business Sourcebook and Regulation (EU) No 600/2014 as it

forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 definitions of “eligible counterparty” or “professional client”. Such Term Sheet is not intended for

and must not be distributed to private clients in the UK. It is not intended for and must not be offered, sold or otherwise made available to any “retail investor”. For these purposes, a retail

investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the

European Union (Withdrawal) Act 2018 (“EUWA”) and the regulations made under the EUWA; (ii) a customer within the meaning of the provisions of the UK Financial Services and Markets Act

(as amended, the "FSMA") and any rules or regulations made under the FSMA which were relied on immediately before exit day to implement Directive (EU) 2016/97, where that customer

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regulations made under the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation (EU) 2017/1129 as it forms part of domestic law of the UK by virtue of the EUWA.

Nothing here excludes or restricts any duty or liability to a customer which ANZ may have under FSMA or under the regulatory system as defined in the Rules of the PRA and the FCA.

CBA Disclaimer

This information has been prepared and issued by Commonwealth Bank of Australia (“Commonwealth Bank”) and is intended only for use by authorised recipients. Whilst Commonwealth

Bank believe the contents of this term sheet are correct, Commonwealth Bank make no representation or warranty, express or implied as to, and assume no responsibility or liability for, the

accuracy or completeness of, or any errors or omissions in, any information contained herein or in any accompanying previous or subsequent material. The information given is indicative and

is subject to change. The Program documentation prevails where there is any inconsistency.

This terms sheet is not intended to be and does not constitute an invitation by Commonwealth Bank for applications to purchase the Notes and is provided as information only. Accordingly

Internal

persons contemplating purchasing the Notes should make their own decision as to the sufficiency and relevance for their purpose of the information contained herein, undertake their own

independent investigation of the appropriateness of Notes for them taking into account their financial and taxation circumstances, investment objectives and particular needs and take all

appropriate advice from qualified professional persons as they deem necessary. Any investment decision should rely on that investigation and appraisal and not on this terms sheet. If it

appears to the Commonwealth Bank that you may be a proscribed person or entity under the Charter of United Nations Act 1945 (Cth),or you may be in breach of the law of any jurisdiction

relating to money laundering or counter-terrorism, or you appear in a list of persons with whom dealings are proscribed by the government or a regulatory authority of any jurisdiction, or act

on behalf of or for the benefit of any such persons, then we may refuse/suspend/terminate any transaction and/or facility of yours.

National Australia Bank Disclaimer

IMPORTANT NOTICE

This Term Sheet has been prepared based on information provided to National Australia Bank Limited (ABN 12 004 044 937, AFSL 230686, “NAB”) solely for informational purposes. It does not

constitute a prospectus, offering circular or any other type of offering document and is not intended, in any jurisdiction, to be a recommendation, invitation, offer or solicitation or inducement

by NAB to buy or sell any securities (including the securities described in this Term Sheet (“Notes”)), financial instrument or product, or to engage in or refrain from engaging in any

transaction. By receiving this Term Sheet, the recipient acknowledges and agrees to the matters set out in this disclaimer.

This Term Sheet and the information contained herein must be treated as strictly confidential by the recipient and must not be copied, altered, forwarded or distributed in any way to any

other person.

This Term Sheet is intended only for use by authorised recipients who are professional or sophisticated investors who are not “retail clients” within the meaning of section 761G of the

Corporations Act 2001 (Cth) (the “Corporations Act”) (“Retail Clients”) and whose ordinary business includes the buying or selling of securities such as the Notes. NAB specifically prohibits the

redistribution of this Term Sheet and accepts no liability whatsoever for the actions of third parties in this respect. This Term Sheet and any offering document, advertisement or other offering

material may only be issued or distributed or published in any country or jurisdiction in circumstances that will result in compliance with all applicable laws and regulations. In Australia, this

Term Sheet and the information in it may only be distributed or published in a manner that does not require disclosure to investors in accordance with Parts 6D.2 or Chapter 7 of the

Corporations Act. In addition, this Term Sheet and the Notes are:

(a) not intended to be distributed, offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European

Economic Area (“EEA”). For these purposes, (A) a “retail investor” means a person who is one (or more) of the following: (i) a retail client as defined in point (11) of Article 4(1) of Directive

2014/65/EU (as amended, “MiFID II”); or (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined

in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended), and (B) the expression “offer” includes the communication in any

form and by any means of sufficient information on the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes;

(b) not intended to be distributed, offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom

(“UK”). For these purposes, a “retail investor” means a person who is one (or more) of the following: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it

forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (“EUWA”); or (ii) a customer within the meaning of the provisions of the Financial Services and Markets Act

2000 (as amended, “FSMA”) and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as

defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of Regulation

(EU) 2017/1129 as it forms part of domestic law by virtue of the EUWA, and (B) the expression “offer” includes the communication in any form and by any means of sufficient information on

the terms of the offer and the Notes to be offered so as to enable an investor to decide to purchase or subscribe for the Notes; and

(c) not an offer of any securities for sale in the United States and are not for publication or distribution in the United States, and are only intended to be distributed, offered and sold

outside the United States to non-US persons in reliance on Regulation S under the U.S. Securities Act of 1933, as amended.

This Term Sheet is not intended to be a complete summary or statement of the Notes or the relevant transaction in connection with the Notes, particularly with respect to the risk and other

considerations associated with an investment in the Notes. This Term Sheet is subject to and must be read in conjunction with the terms and conditions of the Notes and the offering

documents (including any pricing supplement, final terms or similar document relating to the Notes). NAB does not make any representation or warranty, express or implied as to, nor assumes

any responsibility or liability for, the accuracy or completeness of, or any errors or omissions in, or for any damages, claims, costs or losses (whether direct, indirect, consequential or

otherwise) resulting from the use of or purported reliance on, any information contained in this Term Sheet or in any accompanying previous or subsequent material. The Note programme

documentation prevails where there is any inconsistency. The information in this Term Sheet is indicative and is subject to change without notice.

The Notes do not represent deposits, protected accounts or other liabilities of NAB or any of its related bodies corporate (as defined in the Corporations Act) or affiliates for the purposes of

the Banking Act 1959 of Australia and are not obligations of any government and, in particular, are not guaranteed by the Commonwealth of Australia. The holding of the Notes is subject to

investment risk, including possible delays in repayment and loss of income and principal invested. None of NAB or any of its related bodies corporate (as defined in the Corporations Act) or

affiliates:

(a) stands behind the capital value or performance of the Notes;

(b) guarantees the payment of interest or the repayment of principal due on the Notes; or

Neither NAB nor its related bodies corporate, and/or their directors, officers, employees or clients:

(a) acts as the adviser of or owes any fiduciary or other duties to any recipient of this Term Sheet in connection with this and/or any related transaction; or

(b) has any responsibility to or liability for and does not owe any duty to any person who purchases or intends to purchase Notes in respect of this transaction, including without limitation

in respect of the preparation and due execution of the transaction documents and the power, capacity or due authorisation of any other party to enter into and execute the transaction

documents.

No reliance may be placed on NAB for financial, legal, taxation, accounting or investment advice or recommendations of any sort. Persons contemplating purchasing the Notes should make

their own decision as to the sufficiency and relevance for their purpose of the information contained in this Term Sheet and any offering documentation in respect of the Notes. Persons

contemplating purchasing the Notes should undertake their own independent investigation of the appropriateness of the Notes for them taking into account their own financial and taxation

circumstances, investment objectives and particular needs (among others) and take all appropriate advice from qualified professional persons as they deem necessary. Any investment

decision should rely on that investigation and appraisal and the person’s own judgement and not on this Term Sheet.

NAB and its affiliates, related companies, employees or clients may have an interest in securities or financial instruments of the type described in this Term Sheet or in related financial

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adversely affect the price or value of the Notes. NAB may also receive fees, brokerage and commissions or other benefits in relation to the Notes. In addition, NAB or its related entities,

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Where a credit rating is specified in this Term Sheet, it is not a recommendation to buy, sell or hold any security and may be subject to suspension, change or withdrawal at any time by the

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NAB is not a United States registered broker-dealer. To the extent that this offering is deemed to be part of an offer or sale of securities in the United States, NAB will conduct such offering or

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NO ACTION HAS BEEN MADE OR WILL BE TAKEN THAT WOULD PERMIT A PUBLIC OFFERING OF ANY NOTES DESCRIBED HEREIN IN ANY JURISDICTION IN WHICH ACTION FOR THAT PURPOSE IS

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THE INFORMATION CONTAINED IN THIS TERM SHEET SUPERSEDES ANY PREVIOUS SUCH INFORMATION DELIVERED TO ANY PROSPECTIVE INVESTOR.

Nomura Disclaimer

This term sheet is indicative only and is subject to change without notice. Information other than indicative terms (including market data and statistical information) has been obtained from

various sources. We do not represent that it is complete or accurate. Any analysis presented herein that indicates a range of outcomes that may result from changes in market parameters, is

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any transaction on the terms indicated can or will be arranged or agreed. Transactions of the sort described herein contain complex characteristics and risk factors. Transactions incorporating

Internal

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Internal

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