Obligation ScotiaBank 2.3% ( US064159RK44 ) en USD

ScotiaBank

100 % ▼

Canada

US064159RK44 ( en USD )

2.3% par an ( paiement semestriel )

31/12/2026

Prospectus brochure de l'obligation Bank of Nova Scotia US064159RK44 en USD 2.3%, échéance 31/12/2026

1 000 USD

5 000 000 USD

064159RK4

N/A

01/01/2026 ( Dans 64 jours )

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 US064159RK44, paye un coupon de 2.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 31/12/2026

424B2 1 bn54542346-424b2.htm PS - DECEMBER 27 7NC1Y CALLABLE STEP-UP MS (US064159RK44)
File d Pursua nt t o Rule 4 2 4 (b)(2 )
Re gist ra t ion N o. 3 3 3 -2 2 8 6 1 4

Pricing Supplement dated December 27, 2019 to the
Prospectus dated December 26, 2018 and
Prospectus Supplement dated December 26, 2018
T he Ba nk of N ova Sc ot ia
$ 5 ,0 0 0 ,0 0 0
Ca lla ble St e p-U p Ra t e N ot e s
Due De c e m be r 3 1 , 2 0 2 6 (Ba il-ina ble N ot e s)
?
100% repayment of principal at maturity, subject to the credit risk of the Bank
?
Semi-annual interest payments

?
Callable by the Bank quarterly on any Call Payment Date on or after the first anniversary
?
Interest Rate that increases periodically over the 7-year stated term of the Notes,

of issuance
beginning on the third anniversary of issuance
The Callable Step-Up Rate Notes due December 31, 2026 (Bail-inable Notes) (the "Notes") offered hereunder are unsubordinated and unsecured obligations of The Bank of Nova Scotia and are
subject to investment risks including possible loss of the Principal Amount invested due to the credit risk of The Bank of Nova Scotia. As used in this pricing supplement, the "Bank," "we," "us" or
"our" refers to The Bank of Nova Scotia.
The Notes will not be listed on any securities exchange or automated quotation system.
N EI T H ER T H E U N I T ED ST AT ES SECU RI T I ES AN D EX CH AN GE COM M I SSI ON ("SEC") N OR AN Y ST AT E SECU RI T I ES COM M I SSI ON H AS APPROV ED OR DI SAPPROV ED
OF T H E N OT ES OR PASSED U PON T H E ACCU RACY OR T H E ADEQU ACY OF T H I S DOCU M EN T , T H E ACCOM PAN Y I N G PROSPECT U S OR PROSPECT U S SU PPLEM EN T .
AN Y REPRESEN T AT I ON T O T H E CON T RARY I S A CRI M I N AL OFFEN SE.
T H E N OT ES ARE N OT I N SU RED BY T H E CAN ADA DEPOSI T I N SU RAN CE CORPORAT I ON (T H E "CDI C") PU RSU AN T T O T H E CAN ADA DEPOSI T IN SU RAN CE
CORPORAT I ON ACT (T H E "CDI C ACT "), T H E U N I T ED ST AT ES FEDERAL DEPOSI T I N SU RAN CE CORPORAT I ON , OR AN Y OT H ER GOV ERN M EN T AL AGEN CY OF
CAN ADA, T H E U N I T ED ST AT ES OR AN Y OT H ER J U RI SDI CT I ON .
The Notes are bail-inable debt securities (as defined in the accompanying prospectus) and subject to conversion in whole or in part by means of a transaction or series of transactions and in one
or more steps into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and to variation or extinguishment in consequence, and subject to the application
of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with respect to the Notes. See "Description of the Debt Securities
We May Offer ? Special Provisions Related to Bail-inable Debt Securities" and "Risk Factors -- Risks Related to the Bank's Debt Securities" in the accompanying prospectus.
Scotia Capital (USA) Inc. ("SCUSA"), our affiliate, has agreed to purchase the Notes from us for distribution to other registered broker-dealers or has offered the Notes directly to investors. SCUSA or
any of our affiliates or agents may use this pricing supplement in market-making transactions in the Notes after their initial sale. Unless we, SCUSA or another of our affiliates or agents selling such
Notes to you informs you otherwise in the confirmation of sale, this pricing supplement is being used in a market-making transaction. See "Supplemental Plan of Distribution (Conflicts of Interest)" in
this pricing supplement and "Supplemental Plan of Distribution (Conflicts of Interest)" on page S-23 of the accompanying prospectus supplement.
I nve st m e nt in t he N ot e s involve s c e rt a in risk s. Y ou should re fe r t o "Addit iona l Risk Fa c t ors" be ginning on pa ge P -7 in t his pric ing supple m e nt a nd "Risk Fa c t ors"
be ginning on pa ge S -2 of t he a c c om pa nying prospe c t us supple m e nt .

Per Note
Total
Price to public
100.00%
$5,000,000.00
Underwriting commissions1
0.70%
$35,000.00
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Proceeds to The Bank of Nova Scotia
99.30%
$4,965,000.00
We will deliver the Notes in book-entry form through the facilities of The Depository Trust Company ("DTC") on December 31, 2019 against payment in immediately available funds.
Sc ot ia Ca pit a l (U SA) I nc .
1 SCUSA or one of our affiliates has agreed to purchase the Notes at the Principal Amount and, as part of the distribution of the Notes, has agreed to pay discounts and underwriting
commissions of $7.00 (0.70%) per $1,000 Principal Amount of the Notes in connection with the distribution of the Notes. See "Supplemental Plan of Distribution (Conflicts of Interest)" herein.
SU M M ARY
The information in this "Summary" section is qualified by the more detailed information set forth in this pricing supplement, the accompanying prospectus and the accompanying prospectus
supplement, each filed with the SEC. See "Additional Terms of Your Notes" in this pricing supplement.
I ssue r:
The Bank of Nova Scotia (the "Issuer" or the "Bank")

I ssue :
Senior Note Program, Series B

T ype of N ot e :
Callable Step-Up Rate Notes

CU SI P/I SI N :
CUSIP 064159RK4 / ISIN US064159RK44

Aggre ga t e Princ ipa l Am ount :
$5,000,000

M inim um I nve st m e nt :
$1,000

De nom ina t ions:
$1,000 and integral multiples of $1,000 in excess thereof

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

Curre nc y:
U.S. Dollars

T ra de Da t e :
December 27, 2019

Pric ing Da t e :
December 27, 2019

Origina l I ssue Da t e :
December 31, 2019

M a t urit y Da t e :
December 31, 2026. If such day is not a Business Day, the Maturity Date will be determined according to the Business Day Convention.

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

I nt e re st Pa ym e nt :
With respect to each Interest Payment Date, for each $1,000 Principal Amount of Notes, the Interest Payment will be calculated as $1,000 × 1/2 × Interest

Rate.
Each Interest Payment is paid semi-annually and is calculated on a 30/360 unadjusted basis; (i)"30/360" means that Interest Payment is calculated on the basis
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of twelve 30-day months and (ii) "unadjusted" means that if a scheduled Interest Payment Date is not a Business Day, the Interest Payment period will not be
adjusted, the Interest Payment will be paid on the first following Business Day with full force and effect as if made on such scheduled Interest Payment Date,
and no interest on such postponed payment will accrue during the period from and after the scheduled Interest Payment Date. As a result, each Interest
Payment period will consist of 180 days (six 30-day months) and Interest Payments will accrue based on 180 days of a 360-day year. See "Payment at
Maturity" and "Interest Payments" on page P-6 of this pricing supplement.
I nt e re st Ra t e :
Period beginning on
Period ending on and excluding
Annual Interest Rate
December 31, 2019
December 31, 2022
2.30% per annum
December 31, 2022
December 31, 2024
2.50% per annum

December 31, 2024
December 31, 2025
2.75% per annum

December 31, 2025
December 31, 2026
3.25% per annum
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I nt e re st Pa ym e nt Da t e s:
Each June 30th and December 31st, commencing on June 30, 2020 and ending on the Maturity Date, subject to the Call Provision.
If any such day is not a Business Day, the applicable Interest Payment will be paid on the date determined according to the Business Day Convention.

Da y Count Fra c t ion:
30/360. For the avoidance of doubt, each Interest Payment period will consist of 180 days (six 30-day months) and Interest Payments will accrue based on 180
days of a 360-day year.

Busine ss Da y Conve nt ion:
If any date of payment (including any Interest Payment Date, Call Payment Date or the Maturity Date) is not a Business Day, such payment will be made on
the first following Business Day.

First Ca ll Da t e :
December 31, 2020

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

Ca ll N ot ic e Da t e :
10 Business Days prior to the corresponding Call Payment Date.

Ca ll Pa ym e nt Da t e s:
Each March 31st, June 30th, September 30th and December 31st, commencing on the First Call Date. If we elect to call the Notes at our option, the applicable
Call Payment Date will be deemed to be an Interest Payment Date for all purposes under the Notes.
If any of these days are not Business Days, Call Payment Dates will be determined according to the Business Day Convention.

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

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Ca na dia n Ba il-in Pow e rs:
The Notes are bail-inable debt securities (as defined in the accompanying prospectus) and subject to conversion in whole or in part by means of a transaction
or series of transactions and in one or more steps into common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and to
variation or extinguishment in consequence, and subject to the application of the laws of the Province of Ontario and the federal laws of Canada applicable
therein in respect of the operation of the CDIC Act with respect to the Notes. See "Description of the Debt Securities We May Offer ? Special Provisions
Related to Bail-inable Debt Securities" and "Risk Factors -- Risks Related to the Bank's Debt Securities" in the accompanying prospectus.
P-3
Agre e m e nt w it h Re spe c t t o
By its acquisition of an interest in any Note, each holder or beneficial owner of that Note is deemed to (i) agree to be bound, in respect of the Notes, by the
t he Ex e rc ise of Ca na dia n
CDIC Act, including the conversion of the Notes, in whole or in part by means of a transaction or series of transactions and in one or more steps into
Ba il-in Pow e rs:
common shares of the Bank or any of its affiliates under subsection 39.2(2.3) of the CDIC Act and the variation or extinguishment of the Notes in consequence,
and by the application of the laws of the Province of Ontario and the federal laws of Canada applicable therein in respect of the operation of the CDIC Act with
respect to the Notes; (ii) attorn and submit to the jurisdiction of the courts in the Province of Ontario with respect to the CDIC Act and those laws; and (iii)
acknowledge and agree that the terms referred to in paragraphs (i) and (ii), above, are binding on that holder or beneficial owner despite any provisions in the
indenture or the Notes, any other law that governs the Notes and any other agreement, arrangement or understanding between that holder or beneficial owner
and the Bank with respect to the Notes.
Holders and beneficial owners of Notes will have no further rights in respect of their bail-inable debt securities to the extent those bail-inable debt securities are
converted in a bail-in conversion, other than those provided under the bail-in regime, and by its acquisition of an interest in any Note, each holder or beneficial
owner of that Note is deemed to irrevocably consent to the converted portion of the Principal Amount of that Note and any accrued and unpaid interest thereon
being deemed paid in full by the Bank by the issuance of common shares of the Bank (or, if applicable, any of its affiliates) upon the occurrence of a bail-in
conversion, which bail-in conversion will occur without any further action on the part of that holder or beneficial owner or the trustee; provided that, for the
avoidance of doubt, this consent will not limit or otherwise affect any rights that holders or beneficial owners may have under the bail-in regime.
See "Description of the Debt Securities We May Offer ? Special Provisions Related to Bail-inable Debt Securities" and "Risk Factors -- Risks Related to the
Bank's Debt Securities" in the accompanying prospectus for a description of provisions and risks applicable to the Notes as a result of Canadian bail-in powers.
Survivor's Opt ion:
Not Applicable

Form of N ot e s:
Book-entry

Ca lc ula t ion Age nt :
Scotia Capital Inc., an affiliate of the Bank

The Calculation Agent will make all determinations regarding the amount payable on your Notes. All determinations made by the Calculation Agent shall be
made in its sole discretion and, absent manifest error, will be final and binding on you and us, without any liability on the part of the Calculation Agent. We may
change the Calculation Agent for your Notes at any time without notice and the Calculation Agent may resign as Calculation Agent at any time upon 60 days'
written notice to the Bank.

Re c ord Da t e :
For interest due on an Interest Payment Date, the Business Day immediately preceding such Interest Payment Date.

T a x Re de m pt ion:
The Bank (or its successor) may redeem the Notes, in whole but not in part, at a redemption price equal to the Principal Amount thereof together with accrued
and unpaid interest to the date fixed for redemption, if it is determined that changes in tax laws or their interpretation will result in the Bank (or its successor)
becoming obligated to pay, on the next Interest Payment Date, additional amounts with respect to the Notes. See "Tax Redemption" in this pricing supplement.

List ing:
The Notes will not be listed on any securities exchange or automated quotation system.

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U se of Proc e e ds:
General corporate purposes, as discussed further herein under "Use of Proceeds and Hedging".

Cle a ra nc e a nd Se t t le m e nt :
Depository Trust Company

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ADDI T I ON AL T ERM S OF Y OU R N OT ES
You should read this pricing supplement together with the prospectus dated December 26, 2018, as supplemented by the prospectus supplement dated December 26, 2018, relating to our Senior
Note Program, Series B, of which these Notes are a part. Capitalized terms used but not defined in this pricing supplement will have the meanings given to them in the accompanying prospectus
supplement. In the event of any conflict between this pricing supplement and any of the foregoing, the following hierarchy will govern: first, this pricing supplement; second, the accompanying
prospectus supplement; and last, the prospectus. The Notes may vary from the terms described in the accompanying prospectus and prospectus supplement in several important ways.
You should read this pricing supplement, including the documents incorporated herein, carefully.
This pricing supplement, together with the documents listed below, contains the terms of the Notes and supersedes all prior or contemporaneous oral statements as well as any other written
materials including preliminary or indicative pricing terms, correspondence, trade ideas, structures for implementation, sample structures, brochures or other educational materials of ours. You should
carefully consider, among other things, the matters set forth herein under "Additional Risk Factors" and in "Risk Factors" in the accompanying prospectus supplement. We urge you to consult your
investment, legal, tax, accounting and other advisors regarding an investment in the Notes. You may access these documents on the SEC website at www.sec.gov as follows (or if that address has
changed, by reviewing our filings for the relevant date on the SEC website).
Prospectus dated December 26, 2018:
http://www.sec.gov/Archives/edgar/data/9631/000119312518357537/d677731d424b3.htm
Prospectus Supplement dated December 26, 2018:
http://www.sec.gov/Archives/edgar/data/9631/000091412118002473/bn50676984-424b3.htm
T he Ba nk of N ova Sc ot ia ha s file d a re gist ra t ion st a t e m e nt (inc luding a prospe c t us, a nd a prospe c t us supple m e nt ) w it h t he SEC for t he offe ring t o w hic h t his
pric ing supple m e nt re la t e s. Y ou should re a d t hose doc um e nt s a nd t he ot he r doc um e nt s re la t ing t o t his offe ring t ha t w e ha ve file d w it h t he SEC for m ore c om ple t e
inform a t ion a bout us a nd t his offe ring. Y ou m a y obt a in t he se doc um e nt s w it hout c ost by visit ing EDGAR on t he SEC w e bsit e a t w w w .se c .gov, or a c c e ssing t he
link s a bove .
P-5
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PAY M EN T AT M AT U RI T Y
If the Notes have not been called by us, as described elsewhere in this pricing supplement, we will pay you the Principal Amount of your Notes on the Maturity Date, plus the final Interest Payment.
In the event that the stated Maturity Date is not a Business Day, then the relevant repayment of principal will be made on the first following Business Day under the Following Business Day
Convention.
I N T EREST PAY M EN T S
We describe payments as being based on a "Day Count Fraction" of "30/360, unadjusted, Following Business Day Convention".
This means that the number of days in the Interest Payment period will be based on a 360-day year of twelve 30-day months ("30/360") and that the number of days in each Interest Payment
period will not be adjusted if an Interest Payment Date falls on a day that is not a Business Day ("unadjusted"). As a result, each Interest Payment period will consist of 180 days (six 30-day
months) and Interest Payments will accrue based on 180 days of a 360-day year.
If any Interest Payment Date falls on a day that is not a Business Day (including the Interest Payment Date that is also the Maturity Date), the relevant Interest Payment will be made on the first
following Business Day under the Following Business Day Convention.
P-6
ADDI T I ON AL RI SK FACT ORS
An investment in the Notes involves significant risks. In addition to the following risks included in this pricing supplement, we urge you to read "Risk Factors" beginning on page S-2 of the
accompanying prospectus supplement and on page 6 of the accompanying prospectus.
You should understand the risks of investing in the Notes and should reach an investment decision only after careful consideration, with your advisers, of the suitability of the Notes in light of your
particular financial circumstances and the information set forth in this pricing supplement and the accompanying prospectus and prospectus supplement.
Y our I nve st m e nt is Subje c t t o Re inve st m e nt Risk in t he Eve nt We Ele c t t o Ca ll t he N ot e s.
We have the ability to call the Notes prior to the Maturity Date. In the event we decide to exercise the Call Provision, the amount of interest payable would be less than the amount of interest
payable if you held the Notes until the Maturity Date. There is no guarantee that you would be able to reinvest the proceeds from an investment in the Notes at a comparable return for a similar level
of risk following our exercise of the Call Provision. We may choose to call the Notes early or choose not to call the Notes early, in our sole discretion. In addition, it is more likely that we will call the
Notes prior to maturity if a significant decrease in U.S. interest rates or a significant decrease in the volatility of U.S. interest rates would result in greater interest payments on the Notes than on
instruments of comparable maturity, terms and credit worthiness then trading in the market.
T he N ot e s a re Subje c t t o I nt e re st Ra t e Risk a nd M a y be M ore Risk y T ha n a n I nve st m e nt in N ot e s w it h a Short e r T e rm .
The Notes are an investment in fixed interest rates. Instruments with fixed interest rates are generally more sensitive to market interest rate changes. The prices of long-term debt obligations
generally fluctuate more than prices of short-term debt obligations as interest rates change. Generally, when market interest rates rise, the prices of debt obligations fall, and the value of a longer-
term debt obligation will generally fall more quickly than that of a shorter-term debt obligation. This risk may be particularly acute because market interest rates are currently at historically low levels.
You will not have the right to redeem the Notes early if market interest rates begin to rise, and the applicable Interest Rate on the Notes may be less than the interest you could early on other
investments with a similar level of risk available at such time. Therefore, an increase in market interest rates will adversely affect the value of your Notes.
T he St e p-U p Fe a t ure Pre se nt s Diffe re nt I nve st m e nt Conside ra t ions t ha n Fix e d Ra t e N ot e s.
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You will most likely not earn the highest scheduled interest rates on the Notes if interest rates remain the same or fall during the term of the Notes because, as described above, we are likely to
exercise the Call Provision before the realization of such highest scheduled interest rates. Therefore, you should invest in the Notes only if you are willing to accept the risks that (a) the Interest Rate
on the Notes will never step up beyond the initial Interest Rate and (b) we may exercise the Call Provision as early as the First Call Date.
T he N ot e s a re Subje c t t o t he Risk of Conve rsion in Whole or in Pa rt -- by M e a ns of a T ra nsa c t ion or Se rie s of T ra nsa c t ions a nd in One or M ore St e ps -- int o
Com m on Sha re s of t he Ba nk or Any of it s Affilia t e s, U nde r Ca na dia n Ba nk Re solut ion Pow e rs
Under Canadian bank resolution powers, if the CDIC were to take action under the Canadian bank resolution powers with respect to the Bank, this could result in holders or beneficial owners of bail-
inable notes such as the Notes being exposed to losses and conversion of the Notes in whole or in part -- by means of a transaction or series of transactions and in one or more steps -- into
common shares of the Bank or any of its affiliates, and, in such an event, you will be obligated to accept those common shares. As a result, you should consider the risk that you may lose all or part
of your investment, including the Principal Amount plus any accrued but unpaid interest, if the CDIC were to take action under the Canadian bank resolution powers, including the bail-in regime, and
that any remaining outstanding notes, or common shares of the Bank or any of its affiliates into which bail-inable notes are converted, may be of little value at the time of a bail-in conversion and
thereafter. You are urged to also read the discussion in the accompanying prospectus under "Risk Factors -- Risks Related to the Bank's Debt Securities" and "Description of the Debt Securities We
May Offer ? Canadian Bank Resolution Powers" for additional information.
P-7
Y our I nve st m e nt is Subje c t t o t he Cre dit Risk of T he Ba nk of N ova Sc ot ia .
The Notes are senior unsecured debt obligations of The Bank of Nova Scotia and are not, either directly or indirectly, an obligation of any third party. As further described in the accompanying
prospectus and prospectus supplement, the Notes will rank on par with all of the other unsecured and unsubordinated debt obligations of The Bank of Nova Scotia, except such obligations as may
be preferred by operation of law. Any payment to be made on the Notes, including the return of the Principal Amount at maturity or on the Call Payment Date, as applicable, depends on the ability of
The Bank of Nova Scotia to satisfy its obligations as they come due. As a result, the actual and perceived creditworthiness of The Bank of Nova Scotia may affect the market value of the Notes and,
in the event The Bank of Nova Scotia were to default on its obligations, you may not receive the amounts owed to you under the terms of the Notes.
T he Pric e a t Whic h t he N ot e s M a y Be Sold Prior t o M a t urit y w ill De pe nd on a N um be r of Fa c t ors a nd M a y Be Subst a nt ia lly Le ss T ha n t he Am ount for Whic h T he y
We re Origina lly Purc ha se d.
The price at which the Notes may be sold prior to maturity will depend on a number of factors. Some of these factors include, but are not limited to: (i) volatility of the level of interest rates and the
market's perception of future volatility of the level of interest rates, (ii) changes in interest rates generally, (iii) any actual or anticipated changes in our credit ratings or credit spreads, and (iv) time
remaining to maturity. In particular, because the terms of the Notes permit us to redeem the Notes prior to maturity, the price of the Notes may be impacted by the Call Provision feature of the
Notes. Additionally, the Interest Rates of the Notes reflect not only our credit spread generally but also the Call Provision feature of the Notes and thus may not reflect the rate at which a note
without such call feature and increasing interest rate might be issued and sold.
The foregoing factors may cause the market value of the Notes may decrease and you may receive substantially less than 100% of the issue price if you sell your Notes prior to maturity.
T he I nc lusion of De a le r Spre a d a nd Proje c t e d Profit from H e dging in t he Origina l I ssue Pric e is Lik e ly t o Adve rse ly Affe c t Se c onda ry M a rk e t Pric e s.
Assuming no change in market conditions or any other relevant factors, the price, if any, at which SCUSA or any other party is willing to purchase the Notes at any time in secondary market
transactions will likely be significantly lower than the original issue price, since secondary market prices are likely to exclude underwriting commissions paid with respect to the Notes and the cost of
hedging our obligations under the Notes that are included in the original issue price. The cost of hedging includes the projected profit that we and/or our affiliates may realize in consideration for
assuming the risks inherent in managing the hedging transactions. These secondary market prices are also likely to be reduced by the costs of unwinding the related hedging transactions. In
addition, any secondary market prices may differ from values determined by pricing models used by SCUSA as a result of dealer discounts, mark-ups or other transaction costs.
T he N ot e s La c k Liquidit y.
The Notes will not be listed on any securities exchange or automated quotation system. Therefore, there may be little or no secondary market for the Notes. SCUSA or any other dealer may, but is
not obligated to, make a market in the Notes. Even if there is a secondary market, it may not provide enough liquidity to allow you to trade or sell the Notes easily. Because we do not expect that
other broker-dealers will participate significantly in the secondary market for the Notes, the price at which you may be able to trade your Notes is likely to depend on the price, if any, at which
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SCUSA, if they choose to make a market in the Notes, is willing to purchase the Notes from you. If at any time SCUSA or any other dealer were not to make a market in the Notes, it is likely that
there would be no secondary market for the Notes. Accordingly, you should be willing to hold your Notes to maturity.
We , our Subsidia rie s or Affilia t e s m a y Publish Re se a rc h t ha t Could Affe c t t he M a rk e t V a lue of t he N ot e s. We a lso e x pe c t t o H e dge Our Obliga t ions unde r t he
N ot e s.
We or one or more of our affiliates may, at present or in the future, publish research reports with respect to movements in interest rates generally. This research is modified from time to time without
notice and may express opinions or provide recommendations that are inconsistent with purchasing or holding the Notes. Any of these activities may affect the market value of the Notes. In addition,
we or one or more affiliates expect to hedge our obligations under the Notes and may realize a profit from that expected hedging activity even if investors do not receive a favorable investment return
under the terms of the Notes or in any secondary market transaction.
P-8
T he re Are Pot e nt ia l Conflic t s of I nt e re st Be t w e e n Y ou a nd t he Ca lc ula t ion Age nt .
The Calculation Agent will, among other things, determine the amount of your payment for any Interest Payment Date on the Notes. Our affiliate, Scotia Capital Inc., will serve as the Calculation
Agent. We may change the Calculation Agent after the Original Issue Date without notice to you. For additional information as to the Calculation Agent's role, see "Summary--Calculation Agent"
herein. The Calculation Agent will exercise its judgment when performing its functions. Because determinations made by the Calculation Agent may affect payments on the Notes, the Calculation
Agent may have a conflict of interest if it needs to make any such determination.
P-9
SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON (CON FLI CT S OF I N T EREST )
Pursuant to the terms of a distribution agreement, SCUSA, an affiliate of The Bank of Nova Scotia, has agreed to purchase the Notes from The Bank of Nova Scotia for distribution to other registered
broker-dealers or has offered the Notes directly to investors.
SCUSA or one of our affiliates has agreed to purchase the Principal Amount of the Notes and, as part of the distribution of the Notes, has agreed to pay discounts and underwriting commissions of
$7.00 (0.70%) per $1,000 Principal Amount of the Notes in connection with the distribution of the Notes.
In addition, SCUSA or another of its affiliates or agents may use the accompanying prospectus and prospectus supplement to which this pricing supplement relates and this pricing supplement in
market-making transactions after the initial sale of the Notes. While SCUSA may make markets in the Notes, it is under no obligation to do so and may discontinue any market-making activities at
any time without notice. See the section titled "Supplemental Plan of Distribution (Conflicts of Interest)" in the accompanying prospectus supplement.
The price at which you purchase the Notes includes costs that the Bank or its affiliates expect to incur and profits that the Bank or its affiliates expect to realize in connection with hedging activities
related to the Notes, as set forth above. These costs and profits will likely reduce the secondary market price, if any secondary market develops, for the Notes. As a result, you may experience an
immediate and substantial decline in the market value of your Notes on the Original Issue Date.
Conflic t s of I nt e re st
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Because SCUSA is an affiliate of the Bank, SCUSA has a ``conflict of interest'' in this offering within the meaning of FINRA Rule 5121. In addition, the Bank will receive the gross proceeds from the
initial public offering of the Notes, thus creating an additional conflict of interest within the meaning of Rule 5121. Consequently, the offering is being conducted in compliance with the provisions of
Rule 5121. SCUSA is not permitted to sell the Notes in this offering to an account over which it exercises discretionary authority without the prior specific written approval of the account holder.
SCUSA and its affiliates are full service financial institutions engaged in various activities, which may include securities trading, commercial and investment banking, financial advisory, investment
management, investment research, principal investment, hedging, financing and brokerage activities. SCUSA and its affiliates have, from time to time, performed, and may in the future perform,
various financial advisory and investment banking services for the Bank, for which they received or will receive customary fees and expenses.
In the ordinary course of their various business activities, SCUSA and its affiliates may make or hold a broad array of investments and actively trade debt and equity securities (or related derivative
securities) and financial instruments (including bank loans) for their own account and for the accounts of their customers, and such investment and securities activities may involve securities and/or
instruments of the Bank. SCUSA and its affiliates may also make investment recommendations and/or publish or express independent research views in respect of such securities or instruments and
may at any time hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
Additionally, because an affiliate of the dealer from which you purchase the Notes is to conduct hedging activities for us in connection with the Notes, such affiliate may profit in connection with such
hedging activities and such profit, if any, will be in addition to the compensation that the dealer receives for the sale of the Notes to you. You should be aware that the potential to earn fees in
connection with hedging activities may create a further incentive for the dealer to sell the Notes to you in addition to the compensation they would receive for the sale of the Notes.
Prohibit ion of Sa le s t o EEA Re t a il I nve st ors
The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area
("EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU, as amended ("MiFID II"); (ii) a
customer within the meaning of Directive 2002/92/EC, as amended, where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a
qualified investor as defined in Directive 2003/71/EC, as amended. Consequently no key information document required by Regulation (EU) No 1286/2014, as amended (the "PRIIPs Regulation"), for
offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any
retail investor in the EEA may be unlawful under the PRIIPs Regulation.
P-10
T AX REDEM PT I ON
The Bank (or its successor) may redeem the Notes, in whole but not in part, at a redemption price equal to the Principal Amount thereof together with accrued and unpaid interest to the date fixed
for redemption, upon the giving of a notice as described below, if:
?
as a result of any change (including any announced prospective change) in or amendment to the laws (or any regulations or rulings promulgated thereunder) of Canada (or the jurisdiction of
organization of the successor to the Bank) or of any political subdivision or taxing authority thereof or therein affecting taxation, or any change in official position regarding the application or
interpretation of such laws, regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes effective on or after the
Pricing Date (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; or
?
on or after the Pricing Date (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, in the case of any announced prospective change, that such change, amendment, application, interpretation or action is applied to the Notes by the taxing
authority and 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; and, in any such case, the Bank (or its successor), in its business
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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, on or promptly after the redemption date, it will give notice of the redemption price.
P-11
M AT ERI AL CAN ADI AN I N COM E T AX CON SEQU EN CES
The following is a summary of the principal Canadian federal income tax considerations generally applicable to a purchaser who acquires, as beneficial owner, Notes, including entitlements to all
payments thereunder, pursuant to this pricing supplement, or shares of the Bank or an affiliate of the Bank on any Notes subject to a bail-in conversion ("Common Shares"), and who, at all relevant
times, for purposes of the application of the Income Tax Act (Canada) and the Income Tax Regulations (collectively, the "Act") is not, and is not deemed to be, resident in Canada; deals at arm's
length with the Bank, any issuer of Common shares, and with any transferee resident (or deemed to be resident) in Canada to whom the purchaser disposes of the Notes; does not use or hold the
Notes in a business carried on in Canada; is not a "specified shareholder" and is not a person who does not deal at arm's length with a "specified shareholder" (as defined for purposes of
subsection 18(5) of the Act) of the Bank; and does not receive any payment of interest on the Notes in respect of a debt or other obligation to pay an amount to a person with whom the Bank does
not deal at arm's length (a "Non-Resident Holder"). Special rules, which are not discussed in this summary, may apply to a Non-Resident Holder that is an insurer that carries on an insurance
business in Canada and elsewhere.
This summary is based upon the current provisions of the Act and an understanding of the current administrative practices and assessing policies of the Canada Revenue Agency published in
writing prior to the date hereof. This summary takes into account all specific proposals to amend the Act publicly announced by or on behalf of the Minister of Finance prior to the date hereof (the
"Proposals") and assumes that all Proposals will be enacted in the form proposed. However, no assurance can be given that the Proposals will be enacted as proposed or at all. This summary does
not otherwise take into account any changes in law or in administrative practices or assessing policies, whether by legislative, administrative or judicial action, nor does it take into account any
provincial, territorial or foreign income tax considerations, which may differ from those discussed herein.
T his sum m a ry is of a ge ne ra l na t ure only a nd is not int e nde d t o be le ga l or t a x a dvic e t o a ny pa rt ic ula r purc ha se r. T his sum m a ry is not e x ha ust ive of a ll Ca na dia n
fe de ra l inc om e t a x c onside ra t ions. Ac c ordingly, purc ha se rs of t he N ot e s should c onsult t he ir t a x a dvisors w it h re spe c t t o t he ir pa rt ic ula r c irc um st a nc e s.
Curre nc y Conve rsion
Generally, for purposes of the Act, all amounts relating to the acquisition, holding or disposition of the Notes or Common Shares not denominated in Canadian dollars must be converted into
Canadian dollars based on the exchange rates as determined in accordance with the Act. The amounts subject to withholding tax and any capital gains or capital losses realized by a Non-Resident
Holder may be affected by fluctuations in the relevant exchange rate.
N ot e s
No Canadian withholding tax will apply to interest or principal paid or credited to a Non-Resident Holder by the Bank or to proceeds received by a Non-Resident Holder on the disposition of a Note,
including on a redemption, payment on maturity, bail-in conversion, repurchase or purchase for cancellation.
No other tax on income or gains will be payable by a Non-Resident Holder on interest or principal, or on proceeds received by a Non-Resident Holder on the disposition of a Note, including on a
redemption, payment on maturity, repurchase or purchase for cancellation.
Com m on Sha re s
Dividends paid or credited, or deemed under the Act to be paid or credited, on Common Shares of the Bank or of any affiliate of the Bank that is a Canadian resident corporation to a Non-Resident
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Document Outline

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