Bond ScotiaBank 3% ( US064159RL27 ) in USD

ScotiaBank

98.475 % ⇌

Canada

US064159RL27 ( in USD )

3% per year ( payment 2 times a year)

23/12/2031

Prospectus brochure of the bond Bank of Nova Scotia US064159RL27 en USD 3%, maturity 23/12/2031

1 000 USD

12 000 000 USD

064159RL2

N/A

23/12/2025 ( In 173 days )

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 US064159RL27, pays a coupon of 3% per year.
The coupons are paid 2 times per year and the Bond maturity is 23/12/2031

424B2 1 bn54523368-424b2.htm PS - DECEMBER 12YNC1Y CALLABLE FIXED GS (US064159RL27)
PRICING SUPPLEMENT
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Dated December 19, 2019
Re gist ra t ion N o. 3 3 3 -2 2 8 6 1 4
To the Prospectus dated December 26, 2018 and

Prospectus Supplement dated December 26, 2018

T he Ba nk of N ova Sc ot ia
$ 1 2 ,0 0 0 ,0 0 0
Ca lla ble Fix e d Ra t e N ot e s
Due De c e m be r 2 3 , 2 0 3 1 (Ba il-ina ble not e s)
The Notes have a term of twelve years, subject to our right to redeem the Notes, as described below. We will pay you interest
semi-annually on your Notes at a rate of 3.00% per annum from and including the Original Issue Date (December 23, 2019) to but
excluding the Maturity Date (December 23, 2031). Interest will be paid on the 23rd calendar day of each June and December. The
first such payment will be made on June 23, 2020.
I n a ddit ion, w e m a y re de e m t he N ot e s a t our opt ion, in w hole but not in pa rt , on t he 2 3 rd c a le nda r da y of
e a c h M a rc h, J une , Se pt e m be r a nd De c e m be r, on or a ft e r De c e m be r 2 3 , 2 0 2 0 , upon a t le a st t e n Busine ss
Da ys' prior not ic e , a t a re de m pt ion pric e e qua l t o 1 0 0 % of t he out st a nding Princ ipa l Am ount plus a c c rue d
a nd unpa id int e re st t o but e x c luding t he Re de m pt ion Da t e .
T he Ca lla ble Fix e d Ra t e N ot e s due De c e m be r 2 3 , 2 0 3 1 (Ba il-ina ble not e s) (t he "N ot e s") offe re d he re unde r
a re unsubordina t e d a nd unse c ure d obliga t ions of T he Ba nk of N ova Sc ot ia a nd a re subje c t t o inve st m e nt
risk s inc luding possible loss of t he Princ ipa l Am ount inve st e d due t o t he c re dit risk of T he Ba nk of N ova
Sc ot ia . As use d in t his pric ing supple m e nt , t he "Ba nk ," "w e ," "us" or "our" re fe rs t o T he Ba nk of N ova
Sc ot ia .
The Notes will not be listed on any securities exchange or automated quotation system.
N EI T H ER T H E U N I T ED ST AT ES SECU RI T I ES AN D EX CH AN GE COM M I SSI ON ("SEC") N OR AN Y ST AT E
SECU RI T I ES COM M I SSI ON H AS APPROV ED OR DI SAPPROV ED OF T H E N OT ES OR PASSED U PON T H E
ACCU RACY OR T H E ADEQU ACY OF T H I S DOCU M EN T , T H E ACCOM PAN Y I N G PROSPECT U S OR PROSPECT U S
SU PPLEM EN T .
AN Y REPRESEN T AT I ON T O T H E CON T RARY I S A CRI M I N AL OFFEN SE. T H E N OT ES ARE N OT I N SU RED BY
T H E CAN ADA DEPOSI T I N SU RAN CE CORPORAT I ON (T H E "CDI C") PU RSU AN T T O T H E CAN ADA DEPOSI T
I N SU RAN CE CORPORAT I ON ACT (T H E "CDI C ACT "), T H E U N I T ED ST AT ES FEDERAL DEPOSI T I N SU RAN CE
CORPORAT I ON , OR AN Y OT H ER GOV ERN M EN T AL AGEN CY OF CAN ADA, T H E U N I T ED ST AT ES OR AN Y
OT H ER J U RI SDI CT I ON .
The Notes are bail-inable debt securities (as defined in the accompanying prospectus) and subject to conversion in whole or in part
-- by means of a transaction or series of transactions and in one or more steps -- into common shares of the Bank or any of its
affiliates under subsection 39.2(2.3) of the CDIC Act and to variation or extinguishment in consequence, and subject to the
application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of
the CDIC Act with respect to the Notes. See "Description of the Debt Securities We May Offer ? Special Provisions Related to Bail-
inable Debt Securities" and "Risk Factors -- Risks Related to the Bank's Debt Securities" in the accompanying prospectus.
I nve st m e nt in t he N ot e s involve s c e rt a in risk s. Y ou should re fe r t o "Addit iona l Risk Fa c t ors" be ginning on
pa ge P -7 in t his pric ing supple m e nt a nd "Risk Fa c t ors" be ginning on pa ge S -2 of t he a c c om pa nying
prospe c t us supple m e nt .

Per Note
Total
Price to public1
100.00%
$12,000,000.00
Underwriting commissions2
0.613%
$73,560.00
Proceeds to The Bank of Nova Scotia
99.387%
$11,926,440.00
https://www.sec.gov/Archives/edgar/data/9631/000091412119003545/bn54523368-424b2.htm[12/23/2019 9:12:43 AM]

We will deliver the Notes in book-entry form through the facilities of The Depository Trust Company ("DTC") on December 23, 2019
against payment in immediately available funds.
1 The price to public for certain investors may have been as low as 99.387% of the Principal Amount, reflecting forgone
underwriting commissions with respect to such Notes. See "Supplemental Plan of Distribution (Conflicts of Interest)" herein and
"Supplemental Plan of Distribution (Conflicts of Interest)" on page S-23 of the accompanying prospectus supplement.
2 Scotia Capital (USA) Inc. ("SCUSA"), our affiliate, has agreed to purchase the Notes at the Principal Amount and, as part of the
distribution of the Notes, has agreed to sell the Notes to Goldman Sachs & Co. LLC ("GS&Co") at a discount of $6.13 (0.613%)
per $1,000 Principal Amount of the Notes, or has offered the Notes directly to investors. GS&Co. may resell the Notes to other
dealers at the Principal Amount less varying selling concessions or fees of up to $6.13 (0.613%) per Note in connection with the
distribution of the Notes. See "Supplemental Plan of Distribution (Conflicts of Interest)" herein and "Supplemental Plan of
Distribution (Conflicts of Interest)" on page S-23 of the accompanying prospectus supplement.

Sc ot ia Ca pit a l (U SA) I nc .

Goldm a n Sa c hs & Co. LLC

De a le r
SU M M ARY
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the
accompanying prospectus and the accompanying prospectus supplement, each filed with the SEC. See "Additional Terms of Your
Notes" in this pricing supplement.
I ssue r:

The Bank of Nova Scotia (the "Issuer" or the "Bank")

I ssue :

Senior Note Program, Series B

T ype of N ot e :

Callable Fixed Rate Notes

CU SI P/I SI N :

064159RL2 / US064159RL27

Aggre ga t e

$12,000,000
Princ ipa l Am ount :

M inim um

$1,000
I nve st m e nt :

De nom ina t ions:

$1,000 and integral multiples of $1,000 in excess thereof

Princ ipa l Am ount :
$1,000 per Note

Curre nc y:

U.S. Dollars

T ra de Da t e :

December 19, 2019

Origina l I ssue

December 23, 2019
Da t e :

M a t urit y Da t e :

December 23, 2031. If such day is not a Business Day, the principal will be paid on the date
https://www.sec.gov/Archives/edgar/data/9631/000091412119003545/bn54523368-424b2.htm[12/23/2019 9:12:43 AM]

determined according to the Business Day Convention

Busine ss Da y:

Any day which is neither a legal holiday nor a day on which banking institutions are authorized or
obligated by law, regulation or executive order to close in New York or Toronto

I nt e re st Pa ym e nt :
For each Interest Period, the amount of accrued interest (the "Interest Payment") will be calculated by

multiplying the Principal Amount per Note by the Interest Rate by the day count fraction resulting from
the Day Count Convention. The day count fraction is the number of days in the Interest Period in
respect of which payment is being made divided by 360, calculated on a formula basis as follows:

w he re :
"Y1" is the year, expressed as a number, in which the first day of the Interest Period falls;
"Y2" is the year, expressed as a number, in which the day immediately following the last day
included in the Interest Period falls;
"M1" is the calendar month, expressed as a number, in which the first day of the Interest Period
falls;
"M2" is the calendar month, expressed as a number, in which the day immediately following the
last day included in the Interest Period falls;
"D1" is the first calendar day, expressed as a number, of the Interest Period, unless such
number would be 31, in which case D1 will be 30; and
"D2" is the calendar day, expressed as a number, immediately following the last day included in
the Interest Period, unless such number would be 31 and D1 is greater than 29, in which case
D2 will be 30.

I nt e re st Ra t e :

3.00% per annum
P-2
I nt e re st Pa ym e nt

The 23rd calendar day of each June and December, commencing on June 23, 2020 and ending on
Da t e s:
the Maturity Date, subject to the Redemption Provision. If we redeem the Notes at our option, the
related Redemption Date will be deemed an Interest Payment Date for all purposes under the Notes.

I nt e re st Pe riod:

With respect to an Interest Payment Date, the period from and including the prior Interest Payment
Date (other than the first Interest Period, which will begin on the Original Issue Date) to but excluding
such Interest Payment Date.

Re gula r Re c ord

For interest due on an Interest Payment Date, the day immediately prior to the day on which payment
Da t e :
is to be made (as such payment day may be adjusted under the Business Day Convention)

Da y Count

30/360 (ISDA), as described above under "Interest Payment"
Conve nt ion:

Busine ss Da y

Following; Unadjusted
Conve nt ion:
If any date of payment (including any Interest Payment Date, Redemption Date or the Maturity Date)
is not a Business Day, the applicable payment will be made on the first following Business Day. No
additional interest will accrue as a result of such postponement of payment and no adjustment will be
made to the length of the applicable Interest Period.
https://www.sec.gov/Archives/edgar/data/9631/000091412119003545/bn54523368-424b2.htm[12/23/2019 9:12:43 AM]

First Re de m pt ion

December 23, 2020
Da t e :

Re de m pt ion

The Notes are redeemable quarterly at our option, in whole, but not in part, on any Redemption Date,
Provision:
from and including the First Redemption Date, upon notice by us to DTC through the trustee on or
before the corresponding Redemption Notice Date, at an amount that will equal the Principal Amount
of your Notes, together with any accrued and unpaid interest to the applicable Redemption Date. If
the Notes are redeemed prior to the Maturity Date, the related Redemption Date will be the final
Interest Payment Date, meaning you will be entitled to receive only the Principal Amount of the Notes
and any accrued and unpaid Interest Payment in respect of Interest Payment Dates occurring on or
before the Redemption Date. In this case, you will lose the opportunity to continue to be paid Interest
Payments in respect of Interest Payment Dates that would have occurred after the Redemption Date.
In the event that a redemption (for any reason) would lead to a breach of our total loss absorbing
capacity requirements, such redemption will be subject to the prior approval of the Superintendent of
Financial Institutions (Canada), as described further under "Description of the Debt Securities We May
Offer -- Special Provisions Related to Bail-inable Debt Securities -- Approval of Redemption,
Repurchases and Defeasance" and "? Canadian Bank Resolution Powers -- TLAC Guideline" in the
accompanying prospectus.

Re de m pt ion N ot ic e
10 Business Days prior to the corresponding Redemption Date
Da t e :

Re de m pt ion Da t e s:
The 23rd calendar day of each March, June, September and December, commencing on the First
Redemption Date and ending on September 23, 2031. If we redeem the notes at our option, the
related Redemption Date will be deemed an Interest Payment Date for all purposes under the Notes.
If any such day is not a Business Day, the applicable payment will be made on the date determined
according to the Business Day Convention

Survivor's Opt ion:
Not Applicable

Form of N ot e s:

Book-entry
P-3
Ca lc ula t ion Age nt :
Scotia Capital Inc., an affiliate of the Bank
The Calculation Agent will make all determinations regarding the amount payable on your Notes. All
determinations made by the Calculation Agent shall be made in its sole discretion and, absent
manifest error, will be final and binding on you and us, without any liability on the part of the
Calculation Agent. We may change the Calculation Agent for your Notes at any time without notice
and the Calculation Agent may resign as Calculation Agent at any time upon 60 days' written notice to
the Bank.

St a t us:

The Notes will constitute direct, unsubordinated and unsecured obligations of the Bank ranking pari
passu with all other direct, unsecured and unsubordinated indebtedness of the Bank from time to time
outstanding (except as otherwise prescribed by law). Holders will not have the benefit of any
insurance under the provisions of the CDIC Act, the U.S. Federal Deposit Insurance Act or under any
other deposit insurance regime of any jurisdiction.

T a x Re de m pt ion:

The Bank (or its successor) may redeem the Notes, in whole but not in part, at a redemption price
https://www.sec.gov/Archives/edgar/data/9631/000091412119003545/bn54523368-424b2.htm[12/23/2019 9:12:43 AM]

equal to the Principal Amount thereof together with accrued and unpaid interest to the date fixed for
redemption, if it is determined that changes in tax laws or their interpretation will result in the Bank (or
its successor) becoming obligated to pay, on the next Interest Payment Date, Additional Amounts with
respect to the Notes. See "Additional Amounts" and "Tax Redemption" in this pricing supplement.

List ing:

The Notes will not be listed on any securities exchange or automated quotation system

U se of Proc e e ds:

General corporate purposes, as discussed further herein under "Use of Proceeds and Hedging"

Cle a ra nc e a nd

Depository Trust Company
Se t t le m e nt :

Ca na dia n Ba il-in

The Notes are bail-inable debt securities (as defined in the accompanying prospectus) and subject to
Pow e rs:
conversion in whole or in part by means of a transaction or series of transactions and in one or
more steps into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the
CDIC Act and to variation or extinguishment in consequence, and subject to the application of the
laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the
operation of the CDIC Act with respect to the Notes. See "Description of the Debt Securities We May
Offer ? Special Provisions Related to Bail-inable Debt Securities" and "Risk Factors -- Risks Related
to the Bank's Debt Securities" in the accompanying prospectus.

P-4
Agre e m e nt w it h

By its acquisition of an interest in any Note, each holder or beneficial owner of that Note is deemed to
Re spe c t t o t he
(i) agree to be bound, in respect of the Notes, by the CDIC Act, including the conversion of the Notes,
Ex e rc ise of
in whole or in part by means of a transaction or series of transactions and in one or more steps
Ca na dia n Ba il-in
into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and
Pow e rs:
the variation or extinguishment of the Notes in consequence, and by the application of the laws of the

Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of
the CDIC Act with respect to the Notes; (ii) attorn and submit to the jurisdiction of the courts in the
Province of Ontario with respect to the CDIC Act and those laws; and (iii) acknowledge and agree that
the terms referred to in paragraphs (i) and (ii), above, are binding on that holder or beneficial owner
despite any provisions in the indenture or the Notes, any other law that governs the Notes and any
other agreement, arrangement or understanding between that holder or beneficial owner and the Bank
with respect to the Notes.

Holders and beneficial owners of Notes will have no further rights in respect of their bail-inable debt
securities to the extent those bail-inable debt securities are converted in a bail-in conversion, other
than those provided under the bail-in regime, and by its acquisition of an interest in any Note, each
holder or beneficial owner of that Note is deemed to irrevocably consent to the converted portion of
the Principal Amount of that Note and any accrued and unpaid interest thereon being deemed paid in
full by the Bank by the issuance of common shares of the Bank (or, if applicable, any of its affiliates)
upon the occurrence of a bail-in conversion, which bail-in conversion will occur without any further
action on the part of that holder or beneficial owner or the trustee; provided that, for the avoidance of
doubt, this consent will not limit or otherwise affect any rights that holders or beneficial owners may
have under the bail-in regime.
See "Description of the Debt Securities We May Offer ? Special Provisions Related to Bail-inable Debt
Securities" and "Risk Factors -- Risks Related to the Bank's Debt Securities" in the accompanying
prospectus for a description of provisions and risks applicable to the Notes as a result of Canadian
bail-in powers.
https://www.sec.gov/Archives/edgar/data/9631/000091412119003545/bn54523368-424b2.htm[12/23/2019 9:12:43 AM]

P-5
ADDI T I ON AL T ERM S OF Y OU R N OT ES
You should read this pricing supplement together with the prospectus dated December 26, 2018, as supplemented by the
prospectus supplement dated December 26, 2018, relating to our Senior Note Program, Series B, of which these Notes are a part.
Capitalized terms used but not defined in this pricing supplement will have the meanings given to them in the accompanying
prospectus supplement. In the event of any conflict between this pricing supplement and any of the foregoing, the following
hierarchy will govern: first, this pricing supplement; second, the accompanying prospectus supplement; and last, the prospectus.
The Notes may vary from the terms described in the accompanying prospectus and prospectus supplement in several
important ways. You should read this pricing supplement, including the documents incorporated herein, carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or
contemporaneous oral statements as well as any other written materials including preliminary or indicative pricing terms,
correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours.
You should carefully consider, among other things, the matters set forth herein under "Additional Risk Factors" and in "Risk
Factors" in the accompanying prospectus supplement. We urge you to consult your investment, legal, tax, accounting and other
advisors regarding an investment in the Notes. You may access these documents on the SEC website at www.sec.gov as follows
(or if that address has changed, by reviewing our filings for the relevant date on the SEC website).
Prospectus dated December 26, 2018:
http://www.sec.gov/Archives/edgar/data/9631/000119312518357537/d677731d424b3.htm
Prospectus Supplement dated December 26, 2018:
http://www.sec.gov/Archives/edgar/data/9631/000091412118002473/bn50676984-424b3.htm
T he Ba nk of N ova Sc ot ia ha s file d a re gist ra t ion st a t e m e nt (inc luding a prospe c t us a nd a prospe c t us
supple m e nt ) w it h t he SEC for t he offe ring t o w hic h t his pric ing supple m e nt re la t e s. Be fore you inve st , you
should re a d t hose doc um e nt s a nd t he ot he r doc um e nt s re la t ing t o t his offe ring t ha t w e ha ve file d w it h t he
SEC for m ore c om ple t e inform a t ion a bout us a nd t his offe ring. Y ou m a y obt a in t he se doc um e nt s w it hout
c ost by visit ing EDGAR on t he SEC w e bsit e a t w w w .se c .gov, or a c c e ssing t he link s a bove .
P-6
ADDI T I ON AL RI SK FACT ORS
An investment in the Notes involves significant risks. In addition to the following risks included in this pricing supplement, we urge
you to read "Risk Factors" beginning on page S-2 of the accompanying prospectus supplement and on page 6 of the
accompanying prospectus.
You should understand the risks of investing in the Notes and should reach an investment decision only after careful consideration,
with your advisers, of the suitability of the Notes in light of your particular financial circumstances and the information set forth in
this pricing supplement and the accompanying prospectus and prospectus supplement.
https://www.sec.gov/Archives/edgar/data/9631/000091412119003545/bn54523368-424b2.htm[12/23/2019 9:12:43 AM]

Y our I nve st m e nt is Subje c t t o Re inve st m e nt Risk in t he Eve nt We Ele c t t o Re de e m t he N ot e s.
We have the ability in our sole discretion to redeem the Notes prior to the Maturity Date. In the event we decide to exercise the
Redemption Provision, the amount of interest you receive on the Notes will be less than the amount of interest you would have
received if the Notes remained outstanding until the Maturity Date. There is no guarantee that you would be able to reinvest the
proceeds from an investment in the Notes at a comparable return for a similar level of risk following our exercise of the Redemption
Provision. In addition, it is more likely that we will redeem the Notes prior to maturity if a decrease in the level and/or volatility of
interest rates would result in greater interest payments on the Notes than on instruments of comparable maturity, terms and issuer
creditworthiness then trading in the market.
An I nve st m e nt in t he N ot e s a re Subje c t t o I nt e re st Ra t e Risk a nd M a y be M ore Risk y T ha n a n I nve st m e nt in
N ot e s w it h a Short e r T e rm .
Fixed interest rate instruments are generally more sensitive to market interest rate changes than floating rate instruments.
Additionally, the prices of long-term debt obligations generally fluctuate more than prices of short-term debt obligations as interest
rates change. Generally, when market interest rates rise, the prices of debt obligations fall, and the value of a longer-term debt
obligation will generally fall more quickly than that of a shorter-term debt obligation. This risk may be particularly acute because
market interest rates are currently at historically low levels. You will not have the right to redeem the Notes early if market interest
rates begin to rise, and the Interest Rate on the Notes may be less than the interest you could earn on other investments with a
similar level of risk available at such time. Therefore, an increase in market interest rates will adversely affect the value of your
Notes.
T he N ot e s a re Subje c t t o t he Risk of Conve rsion in Whole or in Pa rt -- by M e a ns of a T ra nsa c t ion or Se rie s
of T ra nsa c t ions a nd in One or M ore St e ps -- int o Com m on Sha re s of t he Ba nk or Any of it s Affilia t e s, U nde r
Ca na dia n Ba nk Re solut ion Pow e rs
Under Canadian bank resolution powers, if the CDIC were to take action under the Canadian bank resolution powers with respect
to the Bank, this could result in holders or beneficial owners of bail-inable notes such as the Notes being exposed to losses and
conversion of the Notes in whole or in part -- by means of a transaction or series of transactions and in one or more steps -- into
common shares of the Bank or any of its affiliates, and, in such an event, you will be obligated to accept those common shares. As
a result, you should consider the risk that you may lose all or part of your investment, including the Principal Amount plus any
accrued but unpaid interest, if the CDIC were to take action under the Canadian bank resolution powers, including the bail-in
regime, and that any remaining outstanding notes, or common shares of the Bank or any of its affiliates into which bail-inable notes
are converted, may be of little value at the time of a bail-in conversion and thereafter. You are urged to also read the discussion in
the accompanying prospectus under "Risk Factors -- Risks Related to the Bank's Debt Securities" and "Description of the Debt
Securities We May Offer ? Canadian Bank Resolution Powers" for additional information.
Y our I nve st m e nt is Subje c t t o t he Cre dit Risk of T he Ba nk of N ova Sc ot ia .
The Notes are senior unsecured debt obligations of The Bank of Nova Scotia and are not, either directly or indirectly, an obligation
of any third party. As further described in the accompanying prospectus and prospectus supplement, the Notes will rank on par with
all of the other unsecured and unsubordinated debt obligations of The Bank of Nova Scotia, except such obligations as may be
preferred by operation of law. Any payment to be made on the Notes, including the return of the Principal Amount at maturity or on
the Redemption Date, as applicable, depends on the ability of The Bank of Nova Scotia to satisfy its obligations as they come due.
As a result, the actual and perceived creditworthiness of The Bank of Nova Scotia may affect the market value of the Notes and, in
the event The Bank of Nova Scotia were to default on its obligations, you may not receive the amounts owed to you under the
terms of the Notes.
P-7
T he Pric e a t Whic h t he N ot e s M a y Be Sold Prior t o M a t urit y w ill De pe nd on a N um be r of Fa c t ors a nd M a y Be
Subst a nt ia lly Le ss T ha n t he Am ount for Whic h T he y We re Origina lly Purc ha se d.
The price at which the Notes may be sold prior to maturity will depend on a number of factors. Some of these factors include, but
are not limited to: (i) volatility of the level of interest rates and the market's perception of future volatility of the level of interest
rates, (ii) changes in interest rates generally, (iii) any actual or anticipated changes in our credit ratings or credit spreads, and (iv)
time remaining to maturity. In particular, because the terms of the Notes permit us to redeem the Notes prior to maturity, the price
of the Notes may be impacted by the Redemption Provision feature of the Notes. Additionally, the Interest Rate of the Notes
reflects not only our credit spread generally but also the Redemption Provision feature of the Notes and thus may not reflect the
https://www.sec.gov/Archives/edgar/data/9631/000091412119003545/bn54523368-424b2.htm[12/23/2019 9:12:43 AM]

rate at which a note without such a redemption feature might be issued and sold.
The foregoing factors may cause the market value of the Notes to decrease and you may receive substantially less than 100% of
the original issue price if you sell your Notes prior to maturity.
T he I nc lusion of De a le r Spre a d a nd Proje c t e d Profit from H e dging in t he Origina l I ssue Pric e is Lik e ly t o
Adve rse ly Affe c t Se c onda ry M a rk e t Pric e s.
Assuming no change in market conditions or any other relevant factors, the price, if any, at which SCUSA or any other party is
willing to purchase the Notes at any time in secondary market transactions will likely be significantly lower than the original issue
price, since secondary market prices are likely to exclude underwriting commissions and dealer commissions paid with respect to
the Notes and the cost of hedging our obligations under the Notes that are included in the original issue price. The cost of hedging
includes the projected profit that we and/or our affiliates or GS&Co. may realize in consideration for assuming the risks inherent in
managing the hedging transactions. Secondary market prices are also likely to be reduced by the costs of unwinding the related
hedging transactions. In addition, any secondary market prices may differ from values determined by pricing models used by
SCUSA as a result of dealer discounts, mark-ups or other transaction costs.
T he N ot e s La c k Liquidit y.
The Notes will not be listed on any securities exchange or automated quotation system. Therefore, there may be little or no
secondary market for the Notes. SCUSA or any other dealer may, but is not obligated to, make a market in the Notes. Even if
there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because we do not
expect that other broker-dealers will participate significantly in the secondary market for the Notes, the price at which you may be
able to trade your Notes is likely to depend on the price, if any, at which SCUSA, if it chooses to make a market in the Notes, is
willing to purchase the Notes from you. If at any time SCUSA were not to make a market in the Notes, it is likely that there would
be no secondary market for the Notes. Accordingly, you should be willing to hold your Notes to maturity.
We , GS& Co. a nd Our or T he ir Re spe c t ive Subsidia rie s or Affilia t e s m a y Publish Re se a rc h t ha t Could Affe c t
t he M a rk e t V a lue of t he N ot e s. We a nd GS& Co. a lso e x pe c t t o H e dge Our Obliga t ions unde r t he N ot e s.
We, GS&Co. or one or more of our or their respective affiliates may, at present or in the future, publish research reports with
respect to movements in interest rates generally. This research is modified from time to time without notice and may express
opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. Any of these activities may affect
the market value of the Notes. In addition, we, GS&Co. or one or more of our or their respective affiliates expect to hedge our
obligations under the Notes and may realize a profit from that expected hedging activity even if investors do not receive a favorable
investment return under the terms of the Notes or in any secondary market transaction. You should also be aware that the potential
to earn fees in connection with hedging activities may create a further incentive for SCUSA, GS&Co or any other dealer to sell the
notes to you in addition to the compensation they would receive for the sale of the notes.
T he re Are Pot e nt ia l Conflic t s of I nt e re st Be t w e e n Y ou a nd t he Ca lc ula t ion Age nt .
The Calculation Agent will, among other things, determine the amount of your payment for any Interest Payment Date on the
Notes. Our affiliate, Scotia Capital Inc., will serve as the Calculation Agent. We may change the Calculation Agent after the Original
Issue Date without notice to you. For additional information as to the Calculation Agent's role, see "Summary--Calculation Agent"
herein. The Calculation Agent will exercise its judgment when performing its functions. Because determinations made by the
Calculation Agent may affect payments on the Notes, the Calculation Agent may have a conflict of interest if it needs to make any
such determinations.
P-8
SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON (CON FLI CT S OF I N T EREST )
Pursuant to the terms of a distribution agreement, SCUSA, an affiliate of The Bank of Nova Scotia, has agreed to purchase the
Notes at the Principal Amount from The Bank of Nova Scotia and, as part of the distribution of the Notes, has agreed to sell the
Notes to GS&Co. at a discount reflecting discounts and underwriting commissions of $6.13 (0.613%) per $1,000 Principal Amount
of the Notes, or has offered the Notes directly to investors. GS&Co may resell the Notes to other dealers at the Principal Amount
less varying selling concessions or fees of up $6.13 (0.613%) per Note in connection with the distribution of the Notes. The original
issue price for Notes purchased by certain fee-based advisory accounts may have been as low as 99.387% of the Principal
Amount, which reflects forgone underwriting commissions with respect to such Notes (i.e. the underwriting commissions specified
https://www.sec.gov/Archives/edgar/data/9631/000091412119003545/bn54523368-424b2.htm[12/23/2019 9:12:43 AM]

herein with respect to such Notes may have been as low as 0.00%).
In addition, SCUSA and our other affiliates or agents may use the accompanying prospectus and prospectus supplement to which
this pricing supplement relates and this pricing supplement in market-making transactions after the initial sale of the Notes. While
SCUSA may make markets in the Notes, it is under no obligation to do so and may discontinue any market-making activities at any
time without notice. See the section titled "Supplemental Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus
supplement.
The price at which you purchase the Notes includes costs that the Bank, GS&Co. or our or their respective affiliates expect to incur
and profits that the Bank, GS&Co. or our or their respective affiliates expect to realize in connection with hedging activities related
to the Notes, as set forth above. These costs and profits will likely reduce the secondary market price, if any secondary market
develops, for the Notes. As a result, you may experience an immediate and substantial decline in the market value of your Notes
on the Issue Date.
Conflic t s of I nt e re st
Because SCUSA is an affiliate of the Bank, SCUSA has a ``conflict of interest'' in this offering within the meaning of FINRA Rule
5121. In addition, the Bank will receive the gross proceeds from the initial public offering of the Notes, thus creating an additional
conflict of interest within the meaning of Rule 5121. Consequently, the offering is being conducted in compliance with the provisions
of Rule 5121. SCUSA is not permitted to sell the Notes in this offering to an account over which it exercises discretionary authority
without the prior specific written approval of the account holder.
SCUSA, GS&Co. and their respective affiliates are full service financial institutions engaged in various activities, which may include
securities trading, commercial and investment banking, financial advisory, investment management, investment research, principal
investment, hedging, financing and brokerage activities. SCUSA, GS&Co. and their respective affiliates have, from time to time,
performed, and may in the future perform, various financial advisory and investment banking services for the Bank, for which they
received or will receive customary fees and expenses. In the ordinary course of their various business activities, SCUSA, GS&Co.
and their respective affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or
related derivative securities) and financial instruments (including bank loans) for their own account and for the accounts of their
customers, and such investment and securities activities may involve securities and/or instruments of the Bank. SCUSA, GS&Co.
and their respective affiliates may also make investment recommendations and/or publish or express independent research views in
respect of such securities or instruments and may at any time hold, or recommend to clients that they acquire, long and/or short
positions in such securities and instruments.
Additionally, because an affiliate of the dealer from which you purchase the Notes is to conduct hedging activities for us in
connection with the Notes, such affiliate may profit in connection with such hedging activities and such profit, if any, will be in
addition to the compensation that the dealer receives for the sale of the Notes to you. You should be aware that the potential to
earn fees in connection with hedging activities may create a further incentive for the dealer to sell the Notes to you in addition to
the compensation they would receive for the sale of the Notes.
Prohibit ion of Sa le s t o EEA Re t a il I nve st ors
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"); (ii) a
customer within the meaning of Directive 2002/92/EC, 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 Directive 2003/71/EC, as amended.
Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (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.
P-9
ADDI T I ON AL AM OU N T S
All payments made by the Bank on the Notes will be made without deduction or withholding for, or on account of, any and all
present or future income, stamp and other taxes, levies, imposts, duties, charges, fees, deductions or withholdings ("taxes") now or
hereafter imposed, levied, collected, withheld or assessed by or on behalf of Canada or any Canadian political subdivision or
https://www.sec.gov/Archives/edgar/data/9631/000091412119003545/bn54523368-424b2.htm[12/23/2019 9:12:43 AM]

authority that has the power to tax, unless the deduction or withholding is required by law or by the interpretation or administration
thereof by the relevant governmental authority. At any time a Canadian taxing jurisdiction requires the Bank to deduct or withhold
for or on account of taxes from any payment made under or in respect of the Notes, the Bank will pay such additional amounts
("Additional Amounts") as may be necessary so that the net amounts received by each holder (including Additional Amounts), after
such deduction or withholding, shall not be less than the amount the holder would have received had no such deduction or
withholding been required.
However, no Additional Amounts will be payable with respect to a payment made to a holder of a Note, referred to as an "Excluded
Holder", in respect of a beneficial owner:
(i)
with which the Bank does not deal at arm's length (within the meaning of the Income Tax Act (Canada)) at the time of
making such payment;
(ii)
which is subject to such taxes by reason of its being connected presently or formerly with Canada or any province or
territory thereof otherwise than by reason of the holder's activity in connection with purchasing the Notes, the holding of
Notes or the receipt of payments thereunder;
(iii)
which presents such Note for payment (where presentation is required) more than 30 days after the relevant date (except
to the extent that the holder thereof would have been entitled to such Additional Amounts on presenting a Note for
payment on the last day of such 30 day period); for this purpose, the "relevant date" in relation to any payments on any
Note means:
(a)
the due date for payment thereof, or
(b)
if the full amount of the monies payable on such date has not been received by the trustee on or prior to
such due date, the date on which the full amount of such monies has been received and notice to that
effect is given to holders of the Notes in accordance with the indenture; or
(iv)
who could lawfully avoid (but has not so avoided) such withholding or deduction by complying, or procuring that any third
party comply with, any statutory requirements or by making, or procuring that any third party make, a declaration of non-
residence or other similar claim for exemption to any relevant tax authority.
For the avoidance of doubt, we will not have any obligation to pay any holders Additional Amounts on any tax which is payable
otherwise than by deduction or withholding from payments made under or in respect of the notes at maturity.
We will also make such withholding or deduction in respect of taxes and remit the full amount deducted or withheld to the relevant
Canadian authority in accordance with applicable law. We will furnish to the trustee, within 30 days after the date the payment of
any taxes is due pursuant to applicable law, certified copies of tax receipts evidencing that such payment has been made or other
evidence of such payment satisfactory to the trustee. We will indemnify and hold harmless each holder of Notes (other than an
Excluded Holder) and upon written request reimburse each such holder for the amount of (x) any taxes so levied or imposed and
paid by such holder as a result of payments made under or with respect to the Notes, and (y) any taxes levied or imposed and
paid by such holder with respect to any reimbursement under (x) above, but excluding any taxes on such holder's net income or
capital.
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 was 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 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 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.
P-10
T AX REDEM PT I ON
The Bank (or its successor) may redeem the Notes, in whole but not in part, at a redemption price equal to the Principal Amount
https://www.sec.gov/Archives/edgar/data/9631/000091412119003545/bn54523368-424b2.htm[12/23/2019 9:12:43 AM]

Document Outline

#1">
- #1">