Bond ScotiaBank 2.5% ( US064159KT26 ) in USD

ScotiaBank

100 % ⇌

Canada

US064159KT26 ( in USD )

2.5% per year ( payment 2 times a year)

08/01/2021 - Bond has expired

Prospectus brochure of the bond Bank of Nova Scotia US064159KT26 in USD 2.5%, expired

2 000 USD

1 000 000 000 USD

064159KT2

The Bank of Nova Scotia, also known as Scotiabank, is a multinational banking and financial services corporation headquartered in Toronto, Canada, with a significant international presence focusing on the Americas and select Asian markets.

The Bond issued by ScotiaBank ( Canada ) , in USD, with the ISIN code US064159KT26, pays a coupon of 2.5% per year.
The coupons are paid 2 times per year and the Bond maturity is 08/01/2021

The Bond issued by ScotiaBank ( Canada ) , in USD, with the ISIN code US064159KT26, was rated NR by Moody's credit rating agency.

The Bond issued by ScotiaBank ( Canada ) , in USD, with the ISIN code US064159KT26, was rated NR by Standard & Poor's ( S&P ) credit rating agency.

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424B2 1 d505550d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-215597

Prospectus Supplement
(to the Prospectus Dated February 1, 2017)

US$1,500,000,000
THE BANK OF NOVA SCOTIA
US$1,000,000,000 2.500% Senior Notes due 2021
US$500,000,000 Floating Rate Senior Notes due 2021
The US$1,000,000,000 aggregate principal amount of Senior Notes due 2021 (the "Fixed Rate Notes") offered by this prospectus supplement (this
"Prospectus Supplement") will bear interest at a rate of 2.500% from January 9, 2018 and will mature on January 8, 2021. Interest on the Fixed Rate Notes
will be payable in arrears on January 8 and July 8 of each year, commencing July 8, 2018 and continuing until January 8, 2021. The US$500,000,000
aggregate principal amount of Floating Rate Senior Notes due 2021 (the "Floating Rate Notes" and, together with the Fixed Rate Notes, the "Notes")
offered by this Prospectus Supplement will bear interest at a floating rate equal to the three-month LIBOR rate for U.S. dollars plus 0.290% and will
mature on January 8, 2021. Interest on the Floating Rate Notes will be payable in arrears on January 8, April 8, July 8 and October 8 of each year,
commencing on April 8, 2018 and continuing until January 8, 2021. See "Details of the Offering -- Interest." The Notes will be unsecured and
unsubordinated obligations of The Bank of Nova Scotia (the "Bank") and will constitute deposit liabilities of the Bank for purposes of the Bank Act
(Canada) (the "Bank Act").
Investing in the Notes involves risks. See "Risk Factors" beginning on page S-3 of this Prospectus Supplement and page 5 of the
accompanying prospectus of the Bank dated February 1, 2017 (the "Prospectus").
Prospective investors should be aware that the acquisition of the Notes described herein may have tax consequences both in the United
States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein.
The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the
Bank is a Canadian bank, that many of its officers and directors, and some of the experts named in this Prospectus Supplement, may be residents
of Canada and that all or a substantial portion of the assets of the Bank and such persons may be located outside the United States.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the
Notes, or determined if this Prospectus Supplement or the accompanying Prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

Per Fixed
Per Floating

Rate Note
Total

Rate Note
Total

Price to the Public(1)

99.903%
US$999,030,000

100.000%
US$500,000,000
Underwriters' Fees

0.250%
US$
2,500,000

0.250%
US$
1,250,000
Net Proceeds to the Bank(1)

99.653%
US$996,530,000

99.750%
US$498,750,000

(1)
Plus accrued interest, if any, from January 9, 2018 to the date of delivery.
The Notes will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act (Canada) or by the United
States Federal Deposit Insurance Corporation or any other Canadian or U.S. government agency or instrumentality.
The principal executive office of the Bank is located at 1709 Hollis Street, Halifax, Nova Scotia, B3J 3B7 and its executive offices are at Scotia
Plaza, 44 King Street West, Toronto, Ontario, M5H 1H1. The Notes will be ready for delivery through the book-entry facilities of The Depository Trust
Company and its direct and indirect participants, including Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme, on or about January 9,
2018.
Joint Book-Running Managers

Scotiabank

BofA Merrill Lynch

BNP PARIBAS

Citigroup

Goldman Sachs & Co. LLC
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Co-Managers

J.P. Morgan

Barclays

Morgan Stanley

Wells Fargo Securities
January 5, 2018
Table of Contents
TABLE OF CONTENTS

PAGE
Prospectus Supplement

About this Prospectus Supplement

S-1
Recent Developments

S-2
Risk Factors

S-3
Caution Regarding Forward-Looking Statements

S-5
Incorporation of Certain Information by Reference

S-7
Use of Proceeds

S-8
Details of the Offering

S-9
Certain U.S. Federal Income Tax Considerations

S-14
Certain Canadian Federal Income Tax Considerations

S-15
Employee Retirement Income Security Act

S-16
Plan of Distribution (Conflicts of Interest)

S-17
Legal Matters

S-21
Experts

S-22
Prospectus

About This Prospectus

1
Presentation of Financial Information

1
Caution Regarding Forward-Looking Statements

2
Where You Can Find More Information

3
Incorporation of Certain Information by Reference

4
Risk Factors

5
The Bank of Nova Scotia

6
Consolidated Capitalization of the Bank

7
Consolidated Earnings Ratios

8
Comparative Per Share Market Price

9
Use of Proceeds

9
Description of Common Shares and Preferred Shares

10
Description of the Debt Securities We May Offer

14
Description of Certain Provisions Relating to the Debt Securities We May Offer

25
United States Taxation

32
Canadian Taxation

43
Employee Retirement Income Security Act

45
Plan of Distribution

46
Limitations on Enforcement of U.S. Laws Against the Bank, Our Management and Others

49
Legal Matters

49
Experts

50
Other Expenses of Issuance and Distribution

50
We have not, and the underwriters have not, authorized anyone to provide you with information other than the information contained or
incorporated by reference in this Prospectus Supplement, the accompanying Prospectus or in any free writing prospectus we have authorized. We
take no responsibility for and can make no assurance as to the reliability of any other information that others may give you. We are not, and the
underwriters are not, making an offer to sell any Notes in any jurisdiction where the offer or sale is not permitted. You should not assume that
the information contained in this Prospectus Supplement, the accompanying Prospectus, the documents incorporated by reference or any free
writing prospectus we may authorize to be delivered to you is accurate as of any date other than the dates thereon. Our business, financial
condition, results of operations and prospects may have changed since those dates.

i
Table of Contents
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The Notes are not intended to be 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 retail investor means a person who is one (or more) of: (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 2002/92/EC (as
amended, the "Insurance Mediation Directive"), 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 Directive 2003/71/EC (as amended, the "Prospectus Directive"). Consequently no key information
document required by Regulation (EU) No 1286/2014 (the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to
retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the
EEA may be unlawful under the PRIIPs Regulation.

ii
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this Prospectus Supplement, which describes the specific terms of this offering. The second
part, the accompanying Prospectus, gives more general information, some of which may not apply to this offering. If information in this Prospectus
Supplement is inconsistent with the accompanying Prospectus, investors should rely on the information in this Prospectus Supplement. This Prospectus
Supplement, the accompanying Prospectus and the documents incorporated by reference into each of them include important information about the Bank,
the Notes being offered and other information investors should know before investing in the Notes.
Unless otherwise mentioned or unless the context requires otherwise, all references in this Prospectus Supplement to the "Bank," "we," "us," "our" or
similar references mean The Bank of Nova Scotia and do not include the subsidiaries of The Bank of Nova Scotia.
The distribution of this Prospectus Supplement, the accompanying Prospectus and any free writing prospectus we have authorized and the offering of
the Notes in certain jurisdictions may be restricted by law. Persons who come into possession of this Prospectus Supplement, the accompanying Prospectus
or any free writing prospectus we have authorized should inform themselves about and observe any such restrictions. This Prospectus Supplement, the
accompanying Prospectus and any free writing prospectus we have authorized do not constitute, and may not be used in connection with, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
You should not consider any information in this Prospectus Supplement, the accompanying Prospectus or any free writing prospectus we have
authorized to be investment, legal or tax advice. You should consult your own counsel, accountant and other advisors for legal, tax, business, financial and
related advice regarding the purchase of the Notes. We are not making any representation to you regarding the legality of an investment in the Notes by you
under applicable investment or similar laws.

S-1
Table of Contents
RECENT DEVELOPMENTS
Proposed Bail-in Regulations
On June 22, 2016, legislation came into force amending the Bank Act and the Canada Deposit Insurance Corporation Act (Canada) (the "CDIC Act")
and certain other federal statutes pertaining to banks to create a bail-in regime for Canada's domestically systemically important banks, which include the
Bank. On June 17, 2017, the Government of Canada published in draft for public comment regulations under the CDIC Act and the Bank Act providing the
final details of the conversion, issuance and compensation regimes for bail-in instruments issued by domestic systemically important banks, including the
Bank (collectively, the "Bail-In Regulations"). Pursuant to the CDIC Act, in circumstances where the Superintendent of Financial Institutions has
determined that the Bank has ceased, or is about to cease, to be viable, the Governor in Council may, upon a recommendation of the Minister of Finance
that he or she is of the opinion that it is in the public interest to do so, grant an order directing CDIC to convert all or a portion of certain shares and
liabilities of the Bank into common shares of the Bank (a "Bail-In Conversion").
The Bail-In Regulations prescribe the types of shares and liabilities that will be subject to a Bail-In Conversion. In general, any senior debt with an
initial or amended term to maturity (including explicit or embedded options) greater than 400 days, that is unsecured or partially secured and has been
assigned a CUSIP or ISIN or similar identification number would be subject to a Bail-In Conversion. Shares, other than common shares, and subordinated
debt would also be subject to a Bail-In Conversion, unless they are non-viability contingent capital. The Notes would accordingly be subject to a Bail-in
Conversion if they were to be issued after the coming into force of the Bail-In Regulations. Notwithstanding the above, assuming the draft Bail-In
Regulations come into force in their current form, any shares and liabilities issued before the date the Bail-In Regulations come into force, including the
Notes, would not be subject to a Bail-In Conversion, unless, in the case of a liability, including the Notes, the terms of such liability are, on or after that
day, amended to increase its principal amount or to extend its term to maturity and the liability, as amended, meets the requirements to be subject to a Bail-
In Conversion.
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The draft Bail-In Regulations provide that they will come into force 180 days after the regulations are finalized.

S-2
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RISK FACTORS
An investment in the Notes is subject to certain risks. Before deciding whether to invest in the Notes, investors should carefully consider the risks set
out herein and incorporated by reference in this Prospectus Supplement (including subsequently filed documents incorporated by reference herein).
The value of the Notes will be affected by the general creditworthiness of the Bank.
Any payment to be made on the Notes depends on the ability of the Bank to satisfy its obligations as they come due. As a result, the actual and
perceived creditworthiness of the Bank may affect the market value of the Notes and, in the event the Bank was to default on its obligations, holders of the
Notes may not receive the amounts owed to them under the terms of the Notes. Prospective investors should consider the categories of risks identified in
the Bank's most recent Annual Report filed on Form 40-F, as updated by quarterly reports, which is incorporated by reference herein, including credit risk,
market risk, liquidity risk, operational risk, reputational risk, environmental risk, strategic risk and insurance risk.
Ranking of the Notes
The Notes will be unsecured and unsubordinated obligations of the Bank and will rank on a parity with all of the Bank's other senior unsecured debt
including deposit liabilities, other than certain governmental claims in accordance with applicable law. Except to the extent regulatory requirements affect
the Bank's decisions to issue more senior debt, there is no limit on the Bank's ability to incur additional senior debt.
The value of the Notes may be affected by changes in credit ratings
Real or anticipated changes in credit ratings on the Bank's deposit liabilities may affect the market value of the Notes. In addition, real or anticipated
changes in credit ratings can affect the cost at which the Bank can transact or obtain funding, and thereby affect the Bank's liquidity, business, financial
condition or results of operations and, therefore, the Bank's ability to make payments on the Notes could be adversely affected.
The value of the Notes may be affected by market value and interest rate fluctuations
The value of the Notes may be affected by market value fluctuations resulting from factors which influence the Bank's operations, including legal
and regulatory developments, competition and global market activity. Such changes in law may include changes in statutory, tax and regulatory regimes
during the life of the Notes.
Prevailing interest rates will affect the market value of the Notes. Assuming all other factors remain unchanged, the market value of the Notes will
decline as prevailing interest rates for similar debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.
No established trading markets
The Notes are new issues of securities and there may be no markets through which the Notes may be sold and purchasers may therefore be unable to
resell such Notes. In addition, the Bank does not intend to apply for listing or quotation of the Notes on any securities exchange or automated quotation
system. These factors may affect the pricing of the Notes in any secondary market, the transparency and availability of trading prices and the liquidity of
the Notes.
There can be no assurance that active trading markets will develop for the Notes after this offering, or if developed, that such markets will be
sustained at the offering price of such Notes. While certain of the underwriters intend to make a market in the Notes, the underwriters will not be obligated
to do so and may stop their market-making at any time. In addition, any market-making activities will be subject to limits of the U.S. Securities Act of
1933, as amended (the "Securities Act"), and the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act").
If any of the Notes are traded after their initial issuance, they may trade at a discount from their initial offering price. Future trading prices of the
Notes will depend on many factors, including prevailing interest rates, the market for similar securities, general economic conditions and our financial
condition, performance, prospects and other factors. Accordingly, you may be required to bear the financial risk of an investment in the Notes for an
indefinite period of time.

S-3
Table of Contents
Increased regulatory oversight and changes in the method pursuant to which the LIBOR rates are determined may adversely affect the value of
the Floating Rate Notes.
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Beginning in 2008, concerns were raised that some of the member banks surveyed by the British Bankers' Association (the "BBA") in connection
with the calculation of LIBOR across a range of maturities and currencies may have been under-reporting or otherwise manipulating the inter-bank lending
rate applicable to them. A number of BBA member banks have entered into settlements with their regulators and law enforcement agencies with respect to
alleged manipulation of LIBOR, and investigations were instigated by regulators and governmental authorities in various jurisdictions. If manipulation of
LIBOR or another inter-bank lending rate occurred, it may have resulted in that rate being artificially lower (or higher) than it otherwise would have been.
Actions by the BBA, regulators or law enforcement agencies may result in changes to the manner in which LIBOR is determined or the establishment
of alternative reference rates. For example, on July 27, 2017, the U.K. Financial Conduct Authority announced that it intends to stop persuading or
compelling banks to submit LIBOR rates after 2021. At this time, it is not possible to predict the effect of any such changes, any establishment of
alternative reference rates or any other reforms to LIBOR that may be implemented in the United Kingdom or elsewhere. Uncertainty as to the nature of
such potential changes, alternative reference rates or other reforms may adversely affect the trading market for the Floating Rate Notes, the interest on
which will be determined by reference to LIBOR.
In the event that a published LIBOR rate is unavailable, the rate on the Floating Rate Notes will be determined as set forth under "Details of the
Offering -- Interest -- Floating Rate Notes". If a published LIBOR rate is unavailable and banks are unwilling to provide quotations for the calculation of
LIBOR, the LIBOR rate on the Floating Rate Notes will be the LIBOR rate in effect for the immediately preceding interest period. As a result, the rate of
interest on the Floating Rate Notes may effectively become fixed. If this occurs, the value of the Floating Rate Notes may be adversely affected.
No limitation on issuing additional indebtedness
The senior debt indenture governing the Notes does not contain any financial covenants and contains only limited restrictive covenants. In addition,
the senior debt indenture will not limit the Bank's or its subsidiaries' ability to incur additional indebtedness, issue or repurchase securities, pay dividends
or engage in transactions with affiliates. The Bank's ability to incur additional indebtedness and use its funds for any purpose in the Bank's discretion may
increase the risk that the Bank may be unable to service its debt, including paying its obligations under the Notes.
The Notes are governed by New York law
The Notes and the related senior debt indenture will be governed by, and construed in accordance with, the laws of the State of New York (other than
certain limited provisions that will be governed by the laws of the Province of Ontario and applicable laws of Canada). Generally, in an action commenced
in a Canadian court for the enforcement of the senior debt indenture or the Notes, a plaintiff will be required to prove those non-Canadian laws as a matter
of fact by the evidence of persons who are experts in those laws.
Fiduciaries of certain plans should consult with counsel
This paragraph is relevant only if you are a fiduciary of a plan subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as
amended ("ERISA") or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (each such plan, a "Plan"), or a governmental, church
or non-U.S. plan subject to similar laws. Fiduciaries of a Plan or a governmental, church or non-U.S. plan subject to similar laws should consult with their
counsel regarding their proposed investment in the Notes and the deemed representations they are required to make. See "Employee Retirement Income
Security Act" in this Prospectus Supplement and in the accompanying Prospectus.
The Notes are denominated in U.S. dollars and may have tax consequences for investors
The Notes will be denominated in U.S. dollars. If you are a non-U.S. investor who purchases the Notes with a currency other than U.S. dollars,
changes in rates of exchange may have an adverse effect on the value, price or returns of your investment. This Prospectus Supplement does not address the
tax consequences to non-U.S. investors of purchasing the Notes. If you are a non-U.S. investor, you should consult your tax advisors as to the
consequences, under the tax laws of the country where you are resident for tax purposes, of acquiring, holding and disposing of the Notes and receiving the
payments that might be due under the Notes.

S-4
Table of Contents
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus Supplement and the accompanying Prospectus, including those documents incorporated by reference, may contain forward-looking
information or forward-looking statements (collectively, "forward-looking statements"). All such statements are made pursuant to the "safe harbor"
provisions of the U.S. Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. Forward-looking statements
may include, but are not limited to, statements made in this Prospectus Supplement and the accompanying Prospectus, the "Management's Discussion and
Analysis" in the Bank's Annual Report on Form 40-F for the fiscal year ended October 31, 2017 under the headings "Outlook" and in other statements
regarding the Bank's objectives, strategies to achieve those objectives, the regulatory environment in which the Bank operates, anticipated financial results
(including those in the area of risk management), and the outlook for the Bank's businesses and for the Canadian, U.S. and global economies. Such
statements are typically identified by words or phrases such as "believe," "expect," "anticipate," "intent," "estimate," "plan," "may increase," "may
fluctuate," and similar expressions of future or conditional verbs, such as "will," "may," "should," "would" and "could."
By their very nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the
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risk that predictions and other forward-looking statements will not prove to be accurate. Do not unduly rely on forward-looking statements, as a number of
important factors, many of which are beyond the Bank's control and the effects of which can be difficult to predict, could cause actual results to differ
materially from the estimates and intentions expressed in such forward-looking statements. These factors include, but are not limited to: the economic and
financial conditions in Canada and globally; fluctuations in interest rates and currency values; liquidity and funding; significant market volatility and
interruptions; the failure of third parties to comply with their obligations to the Bank and its affiliates; changes in monetary policy; legislative and
regulatory developments in Canada and elsewhere, including changes to, and interpretations of tax laws and risk-based capital guidelines and reporting
instructions and liquidity regulatory guidance; changes to the Bank's credit ratings; operational (including technology) and infrastructure risks; reputational
risks; the risk that the Bank's risk management models may not take into account all relevant factors; the accuracy and completeness of information the
Bank receives on customers and counterparties; the timely development and introduction of new products and services; the Bank's ability to expand
existing distribution channels and to develop and realize revenues from new distribution channels; the Bank's ability to complete and integrate acquisitions
and its other growth strategies; critical accounting estimates and the effects of changes in accounting policies and methods used by the Bank as described in
the Bank's annual financial statements (see "Controls and Accounting Policies -- Critical accounting estimates" in the Bank's Annual Report on Form 40-
F for the fiscal year ended October 31, 2017, and updated by quarterly reports); global capital markets activity; the Bank's ability to attract and retain key
executives; reliance on third parties to provide components of the Bank's business infrastructure; unexpected changes in consumer spending and saving
habits; technological developments; fraud by internal or external parties, including the use of new technologies in unprecedented ways to defraud the Bank
or its customers; increasing cyber security risks, which may include theft of assets, unauthorized access to sensitive information or operational disruption;
anti-money laundering; consolidation in the financial services sector in Canada and globally; competition, both from new entrants and established
competitors; judicial and regulatory proceedings; natural disasters, including, but not limited to, earthquakes and hurricanes, and disruptions to public
infrastructure, such as transportation, communication, power or water supply; the possible impact of international conflicts and other developments,
including terrorist activities and war; the effects of disease or illness on local, national or international economies; and the Bank's anticipation of and
success in managing the risks implied by the foregoing. A substantial amount of the Bank's business involves making loans or otherwise committing
resources to specific companies, industries or countries. Unforeseen events affecting such borrowers, industries or countries could have a material adverse
effect on the Bank's financial results, businesses, financial condition or liquidity. These and other factors may cause the Bank's actual performance to
differ materially from that contemplated by forward-looking statements. For more information, see the "Risk Management" section of the Bank's Annual
Report on Form 40-F for the fiscal year ended October 31, 2017.
Material economic assumptions underlying the forward-looking statements are set out in the Bank's Annual Report on Form 40-F for the fiscal year
ended October 31, 2017 under the headings "Outlook," as updated by quarterly reports. The "Outlook" sections are based on the Bank's views and the
actual outcome is uncertain. Readers should consider the above-noted factors when reviewing these sections.

S-5
Table of Contents
The preceding list of factors is not exhaustive of all possible risk factors and other factors could also adversely affect the Bank's results. When
relying on forward-looking statements to make decisions with respect to the Bank and its securities, investors and others should carefully consider the
preceding factors, other uncertainties and potential events. The forward-looking statements contained in this Prospectus Supplement and the accompanying
Prospectus are presented for the purpose of assisting the holders of the Bank's securities, including the Notes offered hereby, and financial analysts in
understanding the Bank's financial position and results of operations as at and for the periods ended on the dates presented, as well as the Bank's financial
performance objectives, vision and strategic goals, and may not be appropriate for other purposes. Except as required by law, the Bank does not undertake
to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf.

S-6
Table of Contents
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" into this Prospectus Supplement and the accompanying Prospectus the information in certain
documents we file with it. This means that we can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this Prospectus Supplement and the accompanying Prospectus and should be read with the same
care. When we update the information contained in documents that have been incorporated by reference by making future filings with the SEC the
information incorporated by reference is considered to be automatically updated and superseded. The modifying or superseding statement need not state
that it has modified or superseded a prior statement or include any other information set forth in the document that it modifies or supersedes. In other
words, in the case of a conflict or inconsistency between information contained in this Prospectus Supplement or the accompanying Prospectus and
information incorporated by reference into this Prospectus Supplement or the accompanying Prospectus, you should rely on the information contained in
the document that was filed later. The making of a modifying or superseding statement shall not be deemed an admission for any purposes that the
modified or superseded statement, when made, constituted a misrepresentation, an untrue statement of a material fact or an omission to state a material fact
that is required to be stated or that is necessary to make a statement not misleading in light of the circumstances in which it was made. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded to constitute a part of this Prospectus Supplement and the accompanying
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Prospectus.
We incorporate by reference the documents listed below and all documents which we subsequently file with the SEC (other than, in each case,
documents or information deemed to have been furnished and not filed in accordance with the SEC rules) pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act, until the termination of the offering of the Notes under this Prospectus Supplement:

·
Annual Report on Form 40-F for the fiscal year ended October 31, 2017, filed on November 28, 2017;

·
Reports on Form 6-K filed on November 28, 2017 (five filings) (Acc-nos: 0001279569-17-002305, 0001193125-17-353133, 0001193125-17-

353257, 0001193125-17-353188 and 0001193125-17-353278);

·
Report on Form 6-K filed on December 5, 2017; and

·
Report on Form 6-K filed on December 26, 2017.
We may also incorporate any other Form 6-K that we submit to the SEC on or after the date hereof and prior to the termination of this offering of the
Notes under this Prospectus Supplement if the Form 6-K filing specifically states that it is incorporated by reference into the registration statement of
which the accompanying Prospectus forms a part.
We will provide without charge to each person, including any beneficial owner, to whom this Prospectus Supplement is delivered, upon his or her
written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this Prospectus
Supplement excluding exhibits to those documents, unless they are specifically incorporated by reference into those documents. You may obtain copies of
those documents by requesting them in writing or by telephoning us at the following address:
The Bank of Nova Scotia
Scotia Plaza
44 King Street West
Toronto, Ontario
Canada M5H 1H1
Attention: Secretary
Telephone: (416) 866-3672

S-7
Table of Contents
USE OF PROCEEDS
The net proceeds to the Bank from the sale of the Notes, after deducting the estimated expenses payable by the Bank and the underwriters' discounts
and commissions, will amount to approximately US$1,495,180,000. Such net proceeds will be added to the Bank's funds and will be used for general
business purposes.

S-8
Table of Contents
DETAILS OF THE OFFERING
The following description of the terms of the Notes supplements, and to the extent inconsistent therewith replaces, the description set forth under the
heading "Description of the Debt Securities We May Offer" in the accompanying Prospectus and should be read in conjunction with such description. As
used in this description, the terms the "Bank," "we," "us" and "our" refer only to The Bank of Nova Scotia and not to any of its subsidiaries. All
capitalized terms used under this heading "Details of the Offering" that are not defined herein have the meanings ascribed thereto in the accompanying
Prospectus.
General
The following is a description of the terms of the US$1,000,000,000 aggregate principal amount of 2.500% Senior Notes due 2021 and
US$500,000,000 aggregate principal amount of Floating Rate Senior Notes due 2021 offered by this Prospectus Supplement (which are collectively
referred to in this Prospectus Supplement as the "Notes" and in the accompanying Prospectus as "Debt Securities"). The Notes are part of the Debt
Securities registered by us with the SEC and which are to be issued on terms that will be determined at the time of sale. The Notes will constitute our
unsecured and unsubordinated obligations and will constitute deposit liabilities of the Bank for purposes of the Bank Act and will rank on a parity with all
of our other senior unsecured debt including deposit liabilities, other than certain governmental claims in accordance with applicable law, and prior to all of
our subordinated debt. The Notes are to be issued under a senior debt indenture among us, Computershare Trust Company, N.A., as United States trustee,
and Computershare Trust Company of Canada, as Canadian trustee, which is more fully described in the Prospectus under the heading "Description of the
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Debt Securities We May Offer."
Payment of the principal and interest on the Notes will be made in U.S. dollars. We will pay interest, principal and any other money due on the Notes
in immediately available funds to The Depository Trust Company, as depositary, or its nominee as the registered owner of the global notes representing the
book-entry Notes.
The Notes are not entitled to the benefits of any sinking fund.
The provisions of the senior debt indenture relating to defeasance and covenant defeasance (described under the heading "Description of the Debt
Securities We May Offer -- Defeasance" in the accompanying Prospectus) will apply to the Notes.
The Notes will be issued in denominations of US$2,000 and integral multiples of US$1,000 in excess of such amount. Upon issuance, the Notes will
be represented by one or more fully registered global notes. Each global note will be deposited with, or on behalf of, The Depository Trust Company, as
depositary. You may elect to hold interests in the global notes through either the depositary (in the United States), Euroclear Bank S.A./N.V. or
Clearstream Banking, société anonyme, or indirectly through organizations that are participants in such systems. See "Description of Certain Provisions
Relating to the Debt Securities We May Offer -- Legal Ownership and Book-Entry Issuance" in the accompanying Prospectus.
Maturity
The Fixed Rate Notes will mature on January 8, 2021 and the Floating Rate Notes will mature on January 8, 2021.
Interest
Fixed Rate Notes
The Fixed Rate Notes will bear interest from and including January 9, 2018 at a rate equal to 2.500%. The Bank will pay interest on the Fixed Rate
Notes semi-annually in arrears on January 8 and July 8 of each year, beginning July 8, 2018 (each, a "Fixed Rate Interest Payment Date"), and on the
maturity date. Interest will be payable on each Fixed Rate Interest Payment Date to the persons in whose name the Fixed Rate Notes are registered at the
close of business on the preceding December 24 or June 23, whether or not a business day. However, the Bank will pay interest on the maturity date to the
same persons to whom the principal will be payable. If any Fixed Rate Interest Payment Date or the maturity date falls on a day that is not a business day,
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Bank will postpone the making of such interest payment to the next succeeding business day (and no interest will be paid in respect of the delay). A
"business day" means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions are authorized or required by
law or executive order to close in The City of New York, New York or Toronto, Ontario.
Interest on the Fixed Rate Notes will accrue from and including January 9, 2018 to but excluding the first Fixed Rate Interest Payment Date and then
from and including each Fixed Rate Interest Payment Date to which interest has been paid or duly provided for to but excluding the next Fixed Rate
Interest Payment Date or the maturity date, as the case may be.
Interest on the Fixed Rate Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Floating Rate Notes
The Floating Rate Notes will bear interest for each interest period at a rate determined by the calculation agent. The calculation agent is
Computershare Trust Company, N.A. until such time as the Bank appoints a successor calculation agent. The interest rate on the Floating Rate Notes for a
particular interest period will be a per annum rate equal to the three-month LIBOR rate for U.S. dollars as determined on the Interest Determination Date
plus 0.290%. The "Interest Determination Date" for an interest period will be the second London business day preceding the first day of such interest
period. Promptly upon determination, the calculation agent will inform the trustees and the Bank of the interest rate for the next interest period. Absent
manifest error, the determination of the interest rate by the calculation agent shall be binding and conclusive on the holders of the Floating Rate Notes, the
trustees and the Bank. A "London business day" is a day on which dealings in deposits in U.S. dollars are transacted in the London interbank market.
Interest on the Floating Rate Notes will be paid to but excluding the relevant Floating Rate Interest Payment Date. The Bank will make interest
payments on the Floating Rate Notes quarterly in arrears on January 8, April 8, July 8 and October 8 of each year, commencing on April 8, 2018 (each, a
"Floating Rate Interest Payment Date") and continuing until January 8, 2021, to the person in whose name those Floating Rate Notes are registered on the
preceding December 24, March 24, June 23 and September 23, whether or not a business day. The initial interest period will be the period from and
including January 9, 2018 to but excluding the first Floating Rate Interest Payment Date. Then each subsequent interest period will be the period from and
including the immediately preceding Floating Rate Interest Payment Date to which interest has been paid or duly provided for to but excluding the next
Floating Rate Interest Payment Date or the maturity date, as the case may be. The amount of accrued interest that the Bank will pay for any interest period
can be calculated by multiplying the face amount of the Floating Rate Notes then outstanding by an accrued interest factor. This accrued interest factor is
computed by adding the interest factor calculated for each day from January 9, 2018, or from the last date the Bank paid interest to you, to the date for
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which accrued interest is being calculated. The interest factor for each day is computed by dividing the interest rate applicable to that day by 360. If a
Floating Rate Interest Payment Date falls on a day that is not a business day, the Floating Rate Interest Payment Date shall be postponed to the next
succeeding business day unless such next succeeding business day would be in the following month, in which case, the Floating Rate Interest Payment
Date shall be the immediately preceding business day.
On any Interest Determination Date, LIBOR will be equal to the offered rate for deposits in U.S. dollars having an index maturity of three months, in
amounts of at least US$1,000,000, as such rate appears on "Reuters Page LIBOR01" at approximately 11:00 a.m., London time, on such Interest
Determination Date. If on an Interest Determination Date, such rate does not appear on the "Reuters Page LIBOR01" as of 11:00 a.m., London time, or if
the "Reuters Page LIBOR01" is not available on such date, the calculation agent will obtain such rate from Bloomberg L.P.'s page "BBAM."

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If no offered rate appears on "Reuters Page LIBOR01" or Bloomberg L.P. page "BBAM" on an Interest Determination Date at approximately 11:00
a.m., London time, then the calculation agent (after consultation with the Bank) will select four major banks in the London interbank market and shall
request each of their principal London offices to provide a quotation of the rate at which three-month deposits in U.S. dollars in amounts of at least
US$1,000,000 are offered by it to prime banks in the London interbank market, on that date and at that time, that is representative of single transactions at
that time. If at least two quotations are provided, LIBOR will be the arithmetic average of the quotations provided. Otherwise, the calculation agent will
select three major banks in New York City and shall request each of them to provide a quotation of the rate offered by them at approximately 11:00 a.m.,
New York City time, on the Interest Determination Date for loans in U.S. dollars to leading European banks having an index maturity of three months for
the applicable interest period in an amount of at least US$1,000,000 that is representative of single transactions at that time. If three quotations are
provided, LIBOR will be the arithmetic average of the quotations provided. Otherwise, the rate of LIBOR for the next interest period will be set equal to
the rate of LIBOR for the immediately preceding interest period.
Upon request from any holder of Floating Rate Notes, the calculation agent will provide the interest rate in effect for the Floating Rate Notes for the
current interest period and, if it has been determined, the interest rate to be in effect for the next interest period.
All percentages resulting from any calculation of the interest rate on the Floating Rate Notes will be rounded to the nearest one hundred-thousandth
of a percentage point with five one millionths of a percentage point rounded upwards (e.g., 9.876545% (or .09876545) would be rounded to 9.87655% (or
.0987655)), and all dollar amounts used in or resulting from such calculation on the Floating Rate Notes will be rounded to the nearest cent (with one-half
cent being rounded upward). Each calculation of the interest rate on the Floating Rate Notes by the calculation agent will (in absence of manifest error) be
final and binding on the holders and us.
The interest rate on the Floating Rate Notes will in no event be higher than the maximum rate permitted by New York law as the same may be
modified by United States law of general application. In no event will the interest rate on the Floating Rate Notes be less than zero.
Payment of Additional Amounts
All payments made by or on behalf of the Bank under or with respect to the Fixed Rate Notes and the Floating Rate Notes will be made free and
clear of and without withholding or deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge
(including penalties, interest and other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any province or
territory thereof or by any authority or agency therein or thereof having power to tax (hereafter "Canadian taxes"), unless the Bank is required to withhold
or deduct Canadian taxes by law or by the interpretation or administration thereof. If the Bank is so required to withhold or deduct any amount for or on
account of Canadian taxes from any payment made under or with respect to the Fixed Rate or the Floating Rate Notes, we will pay to each holder of such
Notes as additional interest such additional amounts ("additional amounts") as may be necessary so that the net amount received by each such holder after
such withholding or deduction (and after deducting any Canadian taxes on such additional amounts) will not be less than the amount such holder would
have received if such Canadian taxes had not been withheld or deducted, except as described below. However, no additional amounts will be payable with
respect to a payment made to a holder (such holder, an "excluded holder") in respect of the beneficial owner thereof:

·
with which the Bank does not deal at arm's length (for the purposes of the Income Tax Act (Canada)) at the time of the making of such

payment;

·
which is subject to such Canadian taxes by reason of the holder being a resident, domiciliary or national of, engaged in business or maintaining

a permanent establishment or other physical presence in or otherwise having some connection with Canada or any province or territory thereof
otherwise than by the mere holding of any such Notes or the receipt of payments thereunder;

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·
which is subject to such Canadian taxes by reason of the holder's failure to comply with any certification, identification, documentation or
other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to

exemption from, or a reduction in the rate of deduction or withholding of, such Canadian taxes (provided that the Bank advises the trustees and
the holders of any such Notes then outstanding of any change in such requirements);

·
with respect to any estate, inheritance, gift, sale, transfer, personal property or similar tax or other governmental charge; or

·
which is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that the Canadian taxes would

not have been imposed on such payment had such holder been the sole beneficial owner of such Notes.
The Bank will also:

·
make such withholding or deduction; and

·
remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.
The Bank will furnish to the holders of the applicable Notes, within 60 days after the date the payment of any Canadian taxes is due pursuant to
applicable law, certified copies of tax receipts or other documents evidencing such payment by such person.
The Bank will indemnify and hold harmless each holder of the applicable Notes (other than an excluded holder) from and against, and upon written
request reimburse each such holder for the amount (excluding any additional amounts that have previously been paid by the Bank with respect thereto) of:

·
any Canadian taxes so levied or imposed and paid by such holder as a result of payments made by or on behalf of the Bank under or with

respect to the applicable series of the Notes;

·
any liability (including penalties, interest and expenses) arising therefrom or with respect thereto; and

·
any Canadian taxes imposed with respect to any reimbursement under the preceding two bullet points, but excluding any such Canadian taxes

on such holder's net income.
In any event, no additional amounts or indemnity amounts will be payable under the provisions described above in respect of any Note in excess of
the additional amounts and the indemnity amounts which would be required if, at all relevant times, the holder of such Note were a resident of the United
States for purposes of and was entitled to the benefits of the Canada-U.S. Income Tax Convention (1980), as amended, including any protocols thereto. As
a result of the limitation on the payment of additional amounts and indemnity amounts discussed in the preceding sentence, the additional amounts or
indemnity amounts received by certain holders of Fixed Rate Notes and Floating Rate Notes may be less than the amount of Canadian taxes withheld or
deducted or the amount of Canadian taxes (and related amounts) levied or imposed giving rise to the obligation to pay the indemnity amounts, as the case
may be, and, accordingly, the net amount received by such holders of the applicable Notes will be less than the amount such holders would have received
had there been no such withholding or deduction in respect of Canadian taxes or had such Canadian taxes (and related amounts) not been levied or
imposed.
Wherever in the senior debt indenture governing the terms of the Notes there is mentioned, in any context, the payment of principal, interest, if any,
or any other amount payable under or with respect to a Fixed Rate Note or a Floating Rate Note, such mention shall be deemed to include mention of the
payment of additional amounts to the extent that, in such context, additional amounts are, were or would be payable in respect thereof.
In the event of the occurrence of any transaction or event resulting in a successor to the Bank, all references to Canada in the preceding paragraphs of
this subsection shall be deemed to be references to the jurisdiction of organization of the successor entity.
Payments of principal and interest in respect of the Fixed Rate Notes and Floating Rate Notes are subject in all cases to any withholding or deduction
required pursuant to an agreement described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the "Code") or otherwise imposed pursuant to
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1474 of the Code, any regulations or agreements thereunder, official interpretations thereof, or any law implementing an intergovernmental approach
thereto.
Tax Redemption
The Bank (or its successor) may redeem each of the Fixed Rate Notes and the Floating Rate Notes, in whole but not in part, at a redemption price
equal to the principal amount thereof together with accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described
below, if:

·
as a result of any change (including any announced prospective change) in or amendment to the laws (or any regulations or rulings promulgated
thereunder) of Canada (or the jurisdiction of organization of the successor to the Bank) or of any political subdivision or taxing authority thereof
or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws, regulations or rulings
(including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the date
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Document Outline

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