TORONTO -- TD Bank Financial Group (TSE/NYSE: TD) today announced that it has filed with the U.S. Securities and Exchange Commission and is filing with Canadian securities regulators a registration statement and preliminary prospectus for an initial public offering of the common stock of its global discount brokerage business, TD Waterhouse Securities.

Credit Suisse First Boston and TD Securities will act as joint global coordinators for the offering.

TD's global discount brokerage -- comprised of Waterhouse Investor Services, Inc. in the U.S.; and Green Line Investor Services in Canada, Australia, the U.K. and Hong Kong -- represents the world's second largest discount brokerage. The global business includes more than 2.6 million client accounts and over US$100 billion (CAD $147 billion) in assets under administration. TD Waterhouse Securities ranks as the third largest online discount broker globally by trading volume, and also serves its customers through a network of 200 branches in five countries.

TD Waterhouse Securities plans to use the proceeds of the offering primarily to fund investments in technology and systems upgrades, increases in its advertising and marketing budget, and other general corporate purposes, as well as to repay certain intercompany obligations to TD Bank Financial Group.

The registration statement will be available at www.sec.gov or www.sedar.com or www.freeedgar.com. Commencement of this offering is subject to completion of regulatory review by the SEC and Canadian securities regulators and is currently anticipated for later in the next fiscal quarter (ending July 31, 1999).

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Questions & Answers

• TD Securities, in its role as a joint global coordinator of the IPO, will be underwriting a significant portion of the TD Waterhouse Group, Inc. deal and will therefore be making a portion of shares available to Waterhouse, Green Line and Evergreen clients.
• We appreciate the keen interest in this IPO from our valued Waterhouse and Green Line customers and are working on plans to manage the distribution of shares in a fair and orderly way.
• Waterhouse, Green Line and Evergreen will communicate further details to their customers regarding access to and distribution of shares in TD Waterhouse Securities currently anticipated before the end of June 1999.

• Anyone who is a TD shareholder already owns shares in TD and therefore will continue to have an interest in the discount brokerage. For example, if the IPO were for approximately 10% of the global discount brokerage, TD shareholders would own 90% of TD Waterhouse Securities.
• No preference will be given to any one group. To accord preferential treatment to particular groups would have been very difficult to manage, and the complications of constructing such special treatment would inevitably unfairly exclude some parties.

• TD currently expects to price and close the offering later in June 1999. Actual timing will of course depend upon completion of the U.S. and Canadian regulatory review processes and market conditions.

• TD Waterhouse Group, Inc. common stock has been approved for listing on the New York Stock Exchange (NYSE), and we have applied to list our common stock on The Toronto Stock Exchange (TSE), in each case under the symbol "TWE".

• Copies of the amended preliminary prospectus and amended registration statement are available without charge via the Internet at the Web sites of the Securities and Exchange Commission (www.sec.gov) and the Ontario Securities Commission (www.sedar.com).

• We intend to use approximately two-thirds of the proceeds for general business purposes of the discount brokerage including, among other things, investing more in technology, advertising, and potentially for acquisitions (although at present we do not have any pending or proposed significant acquisitions).

• The businesses included in the IPO are: most of the U.S. operating subsidiaries of Waterhouse Investor Services, Inc. in the U.S., excluding Waterhouse National Bank, and Green Line Investor Services in Canada, Australia, the U.K. and Hong Kong.

• While we fully intend to proceed, as with any public offering, we have an obligation to our shareholders to assess market conditions and make decisions according to their interests.