Obligation ScotiaBank 1.65% ( US064159HT62 ) en USD

ScotiaBank

100 % ⇌

Canada

US064159HT62 ( en USD )

1.65% par an ( paiement semestriel )

13/06/2019 - Obligation échue

Prospectus brochure de l'obligation The Bank of Nova Scotia US064159HT62 en USD 1.65%, échue

2 000 USD

1 600 000 000 USD

064159HT6

N/A

La Banque de Nouvelle-Écosse (Scotiabank) est une banque multinationale canadienne offrant une vaste gamme de services financiers à l'échelle internationale, avec une forte présence en Amérique du Nord, en Amérique latine et dans les Caraïbes.

L'Obligation émise par ScotiaBank ( Canada ) , en USD, avec le code ISIN US064159HT62, paye un coupon de 1.65% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 13/06/2019

a68786.htm - Generated by SEC Publisher for SEC Filing
424B2 1 e70534_424b2.htm PROSPECTUS SUPPLEMENT

Filed pursuant to Rule 424(b)(2)
File No. 333-200089

Prospectus Supplement
(to the Prospectus Dated December 1, 2014)

THE BANK OF NOVA SCOTIA
US$600,000,000 1.650% Senior Notes due 2019
The US$600,000,000 aggregate principal amount of Senior Notes due 2019 (the "Notes") offered by this prospectus supplement (this
"Prospectus Supplement") will bear interest at a rate of 1.650% from June 14, 2016 and will mature on June 14, 2019. Interest on the Notes will be
payable in arrears on June 14 and December 14 of each year, commencing December 14, 2016 and continuing until June 14, 2019. 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").
The Notes will be consolidated, form a single series, and be fully fungible with the Bank's US$1,000,000,000 aggregate principal amount of
1.650% Senior Notes due 2019 issued on June 14, 2016. After giving effect to this offering, the total amount outstanding of the Bank's 1.650%
Senior Notes due 2019 will be US$1,600,000,000.
Investing in the Notes involves risks. See "Risk Factors" beginning on page S-1 of this Prospectus Supplement and page 6 of the
accompanying prospectus of the Bank dated December 1, 2014 (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.
Price to
Net Proceeds to

the Public(1)

Underwriters' Fees
the Bank(1)(2)
Per Note
100.290%
0.250%
100.040%
Total
US$601,740,000

US$1,500,000
US$600,240,000

(1) Plus accrued interest from June 14, 2016. Accrued interest must be paid by the purchasers.
(2) Before deduction of expenses estimated at US$100,000.
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 July 22, 2016.
Joint Book-Running Managers
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Scotiabank
BofA Merrill Lynch
Citigroup
Goldman, Sachs & Co.
Co-Manager
Wells Fargo Securities
July 19, 2016

TABLE OF CONTENTS

PAGE
Prospectus Supplement

About this Prospectus Supplement
S-1
Risk Factors
S-1
Caution Regarding Forward-Looking Statements
S-3
Incorporation of Certain Information by Reference
S-4
Use of Proceeds
S-5
Details of the Offering
S-5
Certain U.S. Federal Income Tax Considerations
S-9
Certain Canadian Federal Income Tax Considerations
S-9
Plan of Distribution (Conflicts of Interest)
S-10
Legal Matters
S-14
Independent Registered Public Accounting Firm
S-14

Prospectus

About This Prospectus
2
Presentation of Financial Information
2
Caution Regarding Forward-Looking Statements
3
Where You Can Find More Information
4
Incorporation of Certain Information by Reference
5
Risk Factors
6
The Bank of Nova Scotia
7
Consolidated Capitalization of the Bank
8
Consolidated Earnings Ratios
9
Comparative Per Share Market Price
10
Use of Proceeds
10
Description of Common Shares and Preferred Shares
11
Description of the Debt Securities We May Offer
15
United States Taxation
31
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
48
Validity of Securities
49
Experts
49
Other Expenses of Issuance and Distribution
49

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
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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

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.
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, 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.
S-1
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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.
Political, constitutional and economic uncertainty arising from the outcome of the recent referendum on the United Kingdom's
membership in the European Union could adversely affect the Bank's business, financial condition and results of operations.
On June 23, 2016, the United Kingdom ("UK") held a referendum to decide on its membership in the European Union. The resulting vote
was to leave the European Union. There are a number of uncertainties in connection with the future of the UK and its relationship with the
European Union, including the terms of the agreement it reaches in relation to its withdrawal from the European Union. The negotiation of the
UK's exit terms is likely to take a number of years. Until the terms and timing of the UK's exit from the European Union are clearer, it is not
possible to determine the longer term impact that the referendum, the UK's departure from the European Union and/or any related matters may
have on the Bank or its business. However, these uncertainties have had and may continue to have an adverse effect on global financial markets,
including additional market volatility, and may adversely impact global economic conditions more generally. Such effects could in turn adversely
affect the Bank's business, financial condition and results of operations.
No established trading market
The Notes are a new issue of securities and there may be no market 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 an active trading market will develop for the Notes after this offering, or if developed, that such a market will be
sustained at the offering price of the 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.
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
S-2

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.
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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"), or a governmental, church or non-U.S.
plan subject to similar laws. Fiduciaries of such plans 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 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 contains a
general description of certain U.S. tax considerations and certain Canadian tax considerations relevant to Non-Resident Holders (as defined)
relating to 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.
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, the "Management's Discussion and
Analysis" in the Bank's Annual Report on Form 40-F for the fiscal year ended October 31, 2015 under the headings "Overview -- Outlook," for
Group Financial Performance "Outlook," for each business segment "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 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 in receptive markets; 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 (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, 2015, as updated by quarterly reports);
global capital markets activity; the Bank's ability to attract and retain key executives; reliance on third

S-3

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; consolidation in the Canadian financial services sector; 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
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performance to differ materially from that contemplated by forward-looking statements. For more information, see the "Risk Management" section
starting on page 66 of the Bank's Annual Report on Form 40-F for the fiscal year ended October 31, 2015.
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, 2015 under the heading "Overview -- Outlook," as updated by quarterly reports; and for each business segment "Outlook."
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.
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 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.
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 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, 2015, filed on December 1, 2015;
· Reports on Form 6-K filed on December 1, 2015 (five filings) (Acc-nos: 0001193125-15-391986, 0001193125-15-391896, 0001193125-15-
391861, 0001193125-15-391842 and 0001102624-15-001715);
· Report on Form 6-K filed on December 8, 2015;
S-4

· Reports on Form 6-K filed on December 16, 2015 (two filings) (Acc-nos: 0000891092-15-010693 and 0000891092-15-010697);
· Report on Form 6-K filed on December 21, 2015;
· Report on Form 6-K filed on December 31, 2015;
· Report on Form 6-K filed on January 22, 2016;
· Reports on Form 6-K filed on March 1, 2016 (four filings) (Acc-nos: 0001102624-16-002232, 0001193125-16-487654, 0001193125-16-
487682 and 0001193125-16-487762);
· Reports on Form 6-K filed on March 3, 2016 (two filings) (Acc-nos: 0001102624-16-002251 and 0001102624-16-002256);
· Report on Form 6-K filed on March 9, 2016;
· Report on Form 6-K filed on March 14, 2016;
· Report on Form 6-K filed on March 28, 2016;
· Report on Form 6-K filed on April 12, 2016;
· Report on Form 6-K filed on May 2, 2016;
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· Report on Form 6-K filed on May 31, 2016 (three filings) (Acc-nos: 0001193125-16-607931, 0001193125-16-607970 and 0001193125-16-
608233);
· Report on Form 6-K filed on June 1, 2016;
· Report on Form 6-K filed on June 14, 2016;
· Report on Form 6-K filed on June 24, 2016; and
· Report on Form 6-K filed on July 5, 2016.
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
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, and including accrued interest from June 14, 2016 to, but not including, the closing date, will amount to approximately
US$601,185,000. Such net proceeds will be added to the Bank's funds and will be used for general business purposes.
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.
S-5

General
The following is a description of the terms of the US$600,000,000 aggregate principal amount of 1.650% Senior Notes due 2019 offered by this
Prospectus Supplement (which are 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 Debt Securities We May Offer."
The Notes will be consolidated, form a single series, and be fully fungible with the Bank's US$1,000,000,000 aggregate principal amount of
1.650% Senior Notes due 2019 issued on June 14, 2016. After giving effect to this offering, the total amount outstanding of the Bank's 1.650%
Senior Notes due 2019 will be US$1,600,000,000.
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
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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
the Debt Securities We May Offer -- Legal Ownership and Book-Entry Issuance" in the accompanying Prospectus.
Maturity
The Notes will mature on June 14, 2019.
Interest
The Notes will bear interest from and including June 14, 2016 at a rate equal to 1.650%. We will pay interest semi-annually in arrears on June
14 and December 14 of each year, beginning December 14, 2016 (each, an "Interest Payment Date"), and on the maturity date. Interest will be
payable on each Interest Payment Date to the persons in whose name the Notes are registered at the close of business on the preceding May 31 or
November 30, whether or not a business day. However, we will pay interest on the maturity date to the same persons to whom the principal will be
payable. If any Interest Payment Date or the maturity date falls on a day that is not a business day, we 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 Notes will accrue from and including June 14, 2016 to but excluding the first Interest Payment Date and then from and including
each Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the maturity
date, as the case may be.
Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Payment of Additional Amounts
All payments made by or on behalf of the Bank under or with respect to the 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,
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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
Notes, we will pay to each holder of 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 the Notes or the receipt of payments thereunder;
· 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
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and the holders of the 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 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 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 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 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
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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 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 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 Sections 1471
through 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 the 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
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effective on or after June 9, 2016 (or, in the case of a successor to the Bank, after the date of succession), and which in the written opinion to
the Bank (or its successor) of legal counsel of recognized standing has resulted or will result (assuming, in the case of any announced
prospective change, that such announced change will become effective as of the date specified in such announcement and in the form
announced) in the Bank (or its successor) becoming obligated to pay, on the next succeeding date on which interest is due, additional
amounts with respect to the Notes as described under " -- Payment of Additional Amounts;" or
· on or after June 9, 2016 (or, in the case of a successor to the Bank, after the date of succession), any action has been taken by any taxing
authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of organization of the
successor to the Bank) or any political subdivision or taxing authority thereof or therein, including any of those actions specified in the
paragraph immediately above, whether or not such action was taken or decision was rendered with respect to the Bank (or its successor), or
any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the written opinion to the Bank
(or its successor) of legal counsel of recognized standing, will result (assuming that such change, amendment, application, interpretation or
action is applied to the Notes by the taxing authority and that, in the case of any announced prospective change, such announced change will
become effective as of the date specified in such announcement and in the form announced) in the Bank (or its successor) becoming obligated
to pay, on the next succeeding date on which interest is due, additional amounts with respect to the Notes;
and, in any such case, the Bank (or its successor), in its business judgment, determines that such obligation cannot be avoided by the use of
reasonable measures available to it (or its successor).
In the event the Bank elects to redeem the Notes pursuant to the provisions set forth in the preceding paragraph, it shall deliver to the trustees a
certificate, signed by an authorized officer, stating (i) that the Bank is entitled to redeem such Notes pursuant to their terms and (ii) the principal
amount of the Notes to be redeemed.
Notice of intention to redeem such Notes will be given to holders of the Notes not more than 45 nor less than 30 days prior to the date fixed for
redemption and such notice will specify, among other things, the date fixed for redemption and the redemption price.
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Further Issues
We may from time to time, without notice to or the consent of the registered holders of the Notes, create and issue further notes ranking pari
passu with the Notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further Notes or
except for the first payment of interest following the issue date of such further notes) and so that such further Notes may be consolidated and form a
single series with the Notes and have the same terms as to status or otherwise as the Notes.
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
Prospective investors should refer to the section "United States Taxation" in the Prospectus for a discussion of the material United States federal
income tax consequences to a United States holder (as defined therein).
In addition, the following sections replace the corresponding sections in the Prospectus:
Information with Respect to Foreign Financial Assets
Certain holders that own "specified foreign financial assets" with an aggregate value in excess of US$50,000 on the last day of the taxable year
(or an aggregate value in excess of US$75,000 at any time during the taxable year) will generally be required to file an information report with
respect to such assets with their tax returns. "Specified foreign financial assets" include any financial accounts maintained by foreign financial
institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stock or securities
issued by nonUnited States persons, (ii) financial instruments and contracts held for investment that have nonUnited States issuers or
counterparties, and (iii) interests in foreign entities. The Notes may be subject to these rules. United States holders are urged to consult their tax
advisors regarding the application of this legislation to their ownership of the Notes.
Foreign Account Tax Compliance Act Withholding
Sections 1471 through 1474 of the Code (which are commonly referred to as "FATCA") generally impose a 30% withholding tax on certain
payments, including "pass-thru" payments to certain persons if the payments are attributable to assets that give rise to U.S.-source income or gain.
Pursuant to Treasury regulations, this withholding tax would not be imposed on payments made pursuant to obligations that are executed on or
before the date that is six months after the date on which final Treasury regulations defining "foreign passthru payments" (a term not yet defined)
are published and are not materially modified thereafter. Accordingly, FATCA withholding generally is not expected to be required on the Notes.
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Document Outline

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