Obligation ScotiaBank 2.45% ( US064159KD73 ) en USD

ScotiaBank

100 % ▲

Canada

US064159KD73 ( en USD )

2.45% par an ( paiement semestriel )

19/09/2022 - Obligation échue

Prospectus brochure de l'obligation Bank of Nova Scotia US064159KD73 en USD 2.45%, échue

2 000 USD

1 000 000 000 USD

064159KD7

La Banque de Nouvelle-Écosse (Scotiabank) est une banque multinationale canadienne offrant une vaste gamme de services financiers personnels et commerciaux à travers les Amériques, en Europe et en Asie-Pacifique.

L'Obligation émise par ScotiaBank ( Canada ) , en USD, avec le code ISIN US064159KD73, paye un coupon de 2.45% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 19/09/2022

L'Obligation émise par ScotiaBank ( Canada ) , en USD, avec le code ISIN US064159KD73, a été notée NR par l'agence de notation Moody's.

L'Obligation émise par ScotiaBank ( Canada ) , en USD, avec le code ISIN US064159KD73, a été notée NR par l'agence de notation Standard & Poor's ( S&P ).

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424B2 1 d419343d424b2.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$1,400,000,000
THE BANK OF NOVA SCOTIA
US$1,000,000,000 2.450% Senior Notes due 2022
US$400,000,000 Floating Rate Senior Notes due 2022
The US$1,000,000,000 aggregate principal amount of Senior Notes due 2022 (the "Fixed Rate Notes") offered by this prospectus supplement
(this "Prospectus Supplement") will bear interest at a rate of 2.450% from September 19, 2017 and will mature on September 19, 2022. Interest on
the Fixed Rate Notes will be payable in arrears on March 19 and September 19 of each year, commencing March 19, 2018 and continuing until
September 19, 2022. The US$400,000,000 aggregate principal amount of Floating Rate Senior Notes due 2022 (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 0.620% and will mature on September 19, 2022. Interest on the Floating Rate Notes will be payable in
arrears on March 19, June 19, September 19 and December 19 of each year, commencing on December 19, 2017 and continuing until September
19, 2022. 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-2 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)

99.818%
US$998,180,000
100.000%
US$400,000,000
Underwriters' Fees

0.350%
US$
3,500,000

0.350%
US$
1,400,000
Net Proceeds to the Bank(1)(2)

99.468%
US$994,680,000

99.650%
US$398,600,000

(1) Plus accrued interest, if any, from September 19, 2017 to the date of delivery. 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,
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on or about September 19, 2017.
Joint Book-Running Managers

Scotiabank

BofA Merrill Lynch

Citigroup

J.P. Morgan

UBS Investment Bank
Co-Managers

Barclays

Desjardins Capital Markets

Deutsche Bank Securities

Goldman Sachs & Co. LLC
Morgan Stanley
September 14, 2017
Table of Contents
TABLE OF CONTENTS

PAGE
Prospectus Supplement

About this Prospectus Supplement

S-1
Recent Developments

S-1
Risk Factors

S-2
Caution Regarding Forward-Looking Statements

S-4
Incorporation of Certain Information by Reference

S-5
Use of Proceeds

S-7
Details of the Offering

S-7
Certain U.S. Federal Income Tax Considerations

S-11
Certain Canadian Federal Income Tax Considerations

S-12
Employee Retirement Income Security Act

S-12
Plan of Distribution (Conflicts of Interest)

S-13
Legal Matters

S-17
Independent Registered Public Accounting Firm

S-17
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
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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
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.
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.

S-1
Table of Contents
The draft Bail-In Regulations provide that they will come into force 180 days after the regulations are finalized.
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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.
Political, constitutional and economic uncertainty arising from the outcome of the 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 and the UK formally initiated the withdrawal process on March 29, 2017 . 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. The UK's exit from the European Union may result in
significant changes in law, which may include changes in statutory, tax and regulatory regimes in the UK and in Europe. Such changes may impact
the Bank's business, financial condition and results of operations and could adversely impact the Bank's cost of funding in Europe.
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.

S-2
Table of Contents
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").
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If any of the Notes are traded after their initial issuance, they may trade at a discount from their initial offering prices. 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 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-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.
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 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.
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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, 2016 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

S-4
Table of Contents
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 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, 2016, 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 or other criminal behavior 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 including through internet and mobile banking; 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
starting on page 60 of the Bank's Annual Report on Form 40-F for the fiscal year ended October 31, 2016.
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, 2016 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
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424B2
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.

S-5
Table of Contents
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, 2016, filed on November 29, 2016;

· Reports on Form 6-K filed on November 29, 2016 (five filings) (Acc-nos: 0001193125-16-778798, 0001193125-16-778851,

0001193125-16-778896, 0001193125-16-778977 and 0001102624-16-003695);

· Report on Form 6-K filed on December 9, 2016;

· Report on Form 6-K filed on January 6, 2017;

· Report on Form 6-K filed on January 10, 2017;

· Report on Form 6-K filed on February 2, 2017;

· Report on Form 6-K filed on February 15, 2017;

· Reports on Form 6-K filed on February 28, 2017 (three filings) (Acc-nos: 0001193125-17-060206, 0001193125-17-060243 and

0001193125-17-060608);

· Reports on Form 6-K filed on March 2, 2017 (two filings) (Acc-nos: 0001279569-17-000366 and 0001193125-17-067497);

· Report on Form 6-K filed on March 3, 2017;

· Report on Form 6-K filed on March 7, 2017 (Acc-no: 0001193125-17-073079);

· Report on Form 6-K filed on March 13, 2017;

· Report on Form 6-K filed on March 22, 2017;

· Report on Form 6-K filed on April 4, 2017;

· Report on Form 6-K filed on April 7, 2017;

· Reports on Form 6-K filed on May 30, 2017 (four filings) (Acc-nos: 0001193125-17-186308; 0001193125-17-186357; 0001193125-

17-186370 and 0001193125-17-186630);

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

· Report on Form 6-K filed on June 23, 2017;

· Report on Form 6-K filed on June 30, 2017; and

· Reports on Form 6-K filed on August 29, 2017 (four filings) (Acc-nos: 0001193125-17-271159; 0001193125-17-271182;

0001193125-17-271209 and 0001193125-17-271224).
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
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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

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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$1,393,180,000. 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.
General
The following is a description of the terms of the US$1,000,000,000 aggregate principal amount of 2.450% Senior Notes due 2022 and
US$400,000,000 aggregate principal amount of Floating Rate Senior Notes due 2022 offered by this Prospectus Supplement (which are referred to
in this Prospectus Supplement collectively 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."
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 September 19, 2022 and the Floating Rate Notes will mature on September 19, 2022.
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Interest
Fixed Rate Notes
The Fixed Rate Notes will bear interest from and including September 19, 2017 at a rate equal to 2.450%. The Bank will pay interest on the
Fixed Rate Notes semi-annually in arrears on March 19 and September 19 of

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each year, beginning March 19, 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 March 4 or
September 4, 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, the 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 September 19, 2017 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 0.620%. 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 March 19, June 19, September 19 and December 19 of each year, commencing
on December 19, 2017 (each, a "Floating Rate Interest Payment Date") and continuing until September 19, 2022, to the person in whose name
those Floating Rate Notes are registered on the preceding March 4, June 4, September 4 and December 4, whether or not a business day. The initial
interest period will be the period from and including September 19, 2017, 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 September 19, 2017, or from the last date the Bank paid interest to you, to the date for 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 the Bank.
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
Notes 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;

· 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

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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:

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Document Outline

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