Obligation ScotiaBank 2.5% ( US064159SA52 ) en USD

ScotiaBank

100 % ▼

Canada

US064159SA52 ( en USD )

2.5% par an ( paiement semestriel )

29/01/2027

Prospectus brochure de l'obligation Bank of Nova Scotia US064159SA52 en USD 2.5%, échéance 29/01/2027

1 000 USD

50 000 000 USD

064159SA5

N/A

29/01/2026 ( Dans 92 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 US064159SA52 émise par la Bank of Nova Scotia (Canada) au prix actuel de 100% de sa valeur nominale (USD), offre un taux d'intérêt de 2,5% payable semestriellement, pour une maturité fixée au 29 janvier 2027, avec une émission totale de 50 000 000 USD et un montant minimum d'achat de 1 000 USD.

424B2 1 bn54625863-424b2.htm PS - JANUARY 27 7YNC1Y CALLABLE FIXED BAML (US064159SA52)
Pricing Supplement
Filed Pursuant to Rule 424(b)(2)
Dated January 27, 2020
Registration No.333-228614
(To Prospectus dated December 26, 2018
and Prospectus Supplement dated December 26, 2018)
$ 5 0 ,0 0 0 ,0 0 0
Ca lla ble Fix e d Ra t e N ot e s, due J a nua ry 2 9 , 2 0 2 7 (Ba il-ina ble not e s)
?
The notes are unsecured unsubordinated debt securities issued by The Bank of Nova Scotia ("BNS"). All payments and the
return of the principal amount on the notes are subject to our credit risk.
?
The notes priced on January 27, 2020. The notes will mature on January 29, 2027. At maturity, if the notes have not been
previously redeemed, you will receive a cash payment equal to 100% of the principal amount of the notes, plus any accrued
and unpaid interest.
?
Interest will be paid on January 29 and July 29 of each year, commencing on July 29, 2020, with the final interest payment
date occurring on the maturity date.
?
The notes will accrue interest at the rate of 2.50% per annum, calculated using the day count fraction specified under
"Summary Terms" herein.
?
We have the right to redeem the notes, in whole but not in part, on January 29, 2021 and on each subsequent interest
payment date (other than the maturity date). The redemption price will be 100% of the principal amount of the notes, plus any
accrued and unpaid interest.
?
The notes are issued in minimum denominations of $1,000 and whole multiples of $1,000 in excess thereof.
?
The notes will not be listed on any securities exchange.
?
The CUSIP number for the notes is 064159SA5.
The notes:
Are N ot FDI C I nsure d

Are N ot Ba nk Gua ra nt e e d

M a y Lose V a lue

Per Note

Total
Public Offering Price(1)

100.00%

$50,000,000.00
Underwriting Discount(1)(2)

0.70%

$350,000.00
Proceeds (before expenses) to BNS

99.30%

$49,650,000.00
(1) Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their selling
concessions, fees or commissions with respect to such sales. The price to public for investors purchasing the notes in these
accounts may have been as low as $993.00 (99.30%) per $1,000.00 in principal amount of the notes. See "Supplemental Plan
of Distribution" herein.
(2) BofA Securities, Inc. ("BofAS") will pay a selling concession of $7.00 (0.70%) in connection with the distribution of the notes to
other registered broker-dealers.
The notes are unsubordinated and unsecured obligations of BNS and are subject to investment risks including possible loss of the
principal amount invested due to the credit risk of BNS. Investment in the notes involves certain risks. You should refer to "Risk
Factors" beginning on page P-5 herein and "Risk Factors" beginning on page S-2 of the accompanying prospectus supplement.
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 BNS 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.
N e it he r t he U nit e d St a t e s Se c urit ie s a nd Ex c ha nge Com m ission (t he "SEC") nor a ny st a t e se c urit ie s
c om m ission ha s a pprove d or disa pprove d of t he not e s or pa sse d upon t he a c c ura c y or t he a de qua c y of t his
doc um e nt , t he prospe c t us supple m e nt or t he a c c om pa nying prospe c t us. Any re pre se nt a t ion t o t he c ont ra ry
is a c rim ina l offe nse .
T he not e s a re not insure d by t he Ca na da De posit I nsura nc e Corpora t ion ("CDI C") pursua nt t o t he Ca na da
De posit I nsura nc e Corpora t ion Ac t (Ca na da ) ("CDI C Ac t "), t he U nit e d St a t e s Fe de ra l De posit I nsura nc e
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Corpora t ion ("FDI C"), or a ny ot he r gove rnm e nt a l a ge nc y of Ca na da , t he U nit e d St a t e s or a ny ot he r
jurisdic t ion.
We will deliver the notes in book-entry form only through The Depository Trust Company on the Issue Date against payment in
immediately available funds.
Prospectus supplement dated December 26, 2018
Prospectus dated December 26, 2018
BofA Se c urit ie s

SU M M ARY OF T ERM S

This document supplements the terms and conditions in the prospectus, dated December 26, 2018, as supplemented by the
prospectus supplement, dated December 26, 2018 (together with all documents incorporated by reference, the "prospectus"), and
should be read with the prospectus.

·
I ssue r:
The Bank of Nova Scotia ("BNS")

·
I ssue :
Senior Note Program, Series B

·
T it le of t he N ot e s:
Callable Fixed Rate Notes, due January 29, 2027

·
Aggre ga t e Princ ipa l
$50,000,000

Am ount
I nit ia lly Be ing I ssue d:
·
Pric ing Da t e :
January 27, 2020

·
I ssue Da t e :
January 29, 2020

·
M a t urit y Da t e :
January 29, 2027, if not previously redeemed

·
CU SI P/I SI N :
064159SA5 / US064159SA52

·
M inim um
$1,000 and multiples of $1,000 in excess thereof

De nom ina t ions:
·
Princ ipa l Am ount :
$1,000 per note

·
I ssue Pric e :
100%

·
Curre nc y:
U.S. Dollars

·
Ra nk ing:
Unsecured and unsubordinated

·
Da y Count Fra c t ion:
30/360

·
I nt e re st Pe riods:
Semi-annually. Each interest period (other than the first interest period, which will begin on the

issue date) will begin on, and will include, an interest payment date, and will extend to, but will
exclude, the next succeeding interest payment date (or the maturity date, as applicable), in
each case, without any adjustment in the event an interest payment date is postponed.
·
I nt e re st Pa ym e nt Da t e s: January 29 and July 29 of each year, commencing on July 29, 2020, with the final interest

payment date occurring on the maturity date.
·
I nt e re st Ra t e :
The notes will accrue interest at the rate of 2.50% per annum.

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· Opt iona l Ea rly
We have the right to redeem the notes, in whole but not in part, on January 29, 2021, and on
Re de m pt ion:
each subsequent interest payment date (other than the maturity date). The redemption price
will be 100% of the principal amount of the notes, plus any accrued and unpaid interest. In
order to call the notes, we will give notice at least ten calendar days, but not more than 60
calendar days, before the applicable interest payment date (such date, the specified "early
redemption date").
In the event that a redemption (for any reason) would lead to a breach of our total loss
absorbing capacity requirements, such redemption will be subject to the prior approval of the
Superintendent of Financial Institutions (Canada), as described further under "Description of
the Debt Securities We May Offer -- Special Provisions Related to Bail-inable Debt Securities
-- Approval of Redemption, Repurchases and Defeasance" and "? Canadian Bank Resolution
Powers -- TLAC Guideline" in the accompanying prospectus.
PS-2
· Busine ss Da ys:
If any interest payment date, any early redemption date, or the maturity date occurs on a day
that is not a business day in New York, New York or Toronto, Ontario, then that interest
payment will be postponed until the next day that is a business day in New York, New York
and Toronto, Ontario. No additional interest will accrue on the notes as a result of such
postponement, and no adjustment will be made to the length of the relevant interest period.
· Re pa ym e nt a t Opt ion of
None
H olde r:
· Re c ord Da t e s for
As set forth in the prospectus supplement, in the section "Description of the Notes--Interest."
I nt e re st Pa ym e nt s:
· List ing:
The notes will not be listed on any securities exchange.
·
U se of Proc e e ds:
We will use the net proceeds we receive from the sale of the notes for the purposes we
describe in the accompanying prospectus supplement under "Use of Proceeds". We or our
affiliates may also use those proceeds in transactions intended to hedge our obligations under
the notes.
·
St a t us:
The notes will constitute direct, unsubordinated and unsecured obligations of BNS ranking pari
passu with all other direct, unsecured and unsubordinated indebtedness of BNS 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.
·
Ca lc ula t ion Age nt :
Scotia Capital Inc.
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 BNS.
·
Age nt (s):
BofAS or one or more of its affiliates will act as our agent(s) in connection with the offering of
the notes and will receive an underwriting discount based on the number of units of the notes
sold, as set forth on the cover hereof. None of the agent(s) is your fiduciary or advisor solely
as a result of the making of any offering of the notes, and you should not rely upon this
document, the accompanying prospectus supplement or prospectus as investment advice or a
recommendation to purchase the notes.
·
Ca na dia n Ba il-in
The notes are bail-inable debt securities (as defined in the accompanying prospectus) and
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Pow e rs:
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 BNS 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.
PS-3
·
Agre e m e nt w it h
By its acquisition of an interest in any note, each holder or beneficial owner of that note is

Re spe c t t o t he
deemed to (i) agree to be bound, in respect of the notes, by the CDIC Act, including the
Ex e rc ise of Ca na dia n
conversion of the notes, in whole or in part by means of a transaction or series of
Ba il-in Pow e rs:
transactions and in one or more steps into common shares of BNS 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 BNS 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 BNS by the issuance of common shares
of BNS (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.

Certain capitalized terms used and not defined in this document have the meanings ascribed to them in the prospectus.
Unless otherwise indicated or unless the context requires otherwise, all references herein to "we," "us," "our," or similar references
are to The Bank of Nova Scotia.

We ha ve file d a re gist ra t ion st a t e m e nt (inc luding a prospe c t us supple m e nt a nd a prospe c t us) w it h
t he SEC for t he offe ring t o w hic h t his doc um e nt re la t e s. Y ou should re a d t he prospe c t us, inc luding t his
doc um e nt , a nd t he ot he r doc um e nt s 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 ge t 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 . Alt e rna t ive ly, w e , a ny a ge nt , or a ny de a le r pa rt ic ipa t ing in t his offe ring w ill a rra nge t o se nd
you t he se doc um e nt s if you so re que st by c a lling BofAS t oll -fre e a t 1 -8 0 0 -2 9 4 -1 3 2 2 .

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PS-4
RI SK FACT ORS
Your investment in the notes entails significant risks, many of which differ from those of a conventional fixed-rate debt
security. Your decision to purchase the notes should be made only after carefully considering the risks of an investment in the
notes, including those discussed below and under "Risk Factors" beginning on S-2 of the accompanying prospectus supplement,
with your advisors in light of your particular circumstances. The notes are not an appropriate investment for you if you are not
knowledgeable about significant elements of the notes or financial matters in general.
T he not e s a re subje c t t o our e a rly re de m pt ion. We may redeem the notes, in whole but not in part, on any
interest payment date on or after January 29, 2021 (other than the maturity date). By purchasing the notes, you must be willing to
have your notes redeemed as early as that date. We are generally more likely to elect to redeem the notes during periods when
the interest accruing on the notes is greater than that which we would pay on our other interest bearing debt securities having a
maturity comparable to the remaining term of the notes. No further payments will be made on the notes after they have been
redeemed.
If we redeem the notes prior to the maturity date, you may not be able to reinvest your proceeds from the redemption in an
investment with a return that is as high as the return on the notes would have been if they had not been redeemed, or that has a
similar level of risk.
T he not e s a re subje c t t o int e re st ra t e risk a nd m a y be m ore risk y t ha n a n inve st m e nt in not e s w it h a
short e r t e rm . The notes have a term of 7 years, subject to our right to redeem the notes as set forth herein. By purchasing
notes with a relatively longer term, you are more exposed to fluctuations in interest rates than if you purchased a note with a
shorter term. In particular, you may be negatively affected if interest rates begin to rise, because the likelihood that we will redeem
your notes will decrease and the interest rate on the notes may be less than the amount of interest you could earn on other
investments with a similar level of risk available at that time. In addition, if you tried to sell your notes at such time, their value in
any secondary market transaction would also be adversely affected.
T he not e s a re subje c t t o t he risk of c onve rsion in w hole 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 c om m on sha re s of t he issue r or a ny of it s a ffilia t e s,
unde 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 issuer, 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 issuer 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
issuer 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.
PS-5
Pa ym e nt s on t he not e s a re subje c t t o our c re dit risk , a nd a c t ua l or pe rc e ive d c ha nge s in our
c re dit w ort hine ss a re e x pe c t e d t o a ffe c t t he va lue of t he not e s. The notes are our unsecured unsubordinated debt
obligations 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 our other unsecured and unsubordinated debt
obligations, except such obligations as may be preferred by operation of law. All payments on the notes depend on our ability to
satisfy our obligations as they come due. As a result, our actual and perceived creditworthiness of BNS may affect the market
value of the notes and, in the event we were to default on our obligations, you may not receive the amounts owed to you under the
terms of the notes.
In addition, our credit ratings are an assessment by ratings agencies of our ability to pay our obligations. Consequently, our
perceived creditworthiness and actual or anticipated decreases in our credit ratings or increases in the spread between the yield on
our securities and the yield on U.S. Treasury securities (the "credit spread") prior to the maturity date may adversely affect the
market value of the notes. However, because your return on the notes depends upon factors in addition to our ability to pay our
obligations, such as market interest rates, an improvement in our credit ratings will not reduce the other investment risks related to
the notes.
We ha ve inc lude d in t he t e rm s of t he not e s t he c ost s of de ve loping, he dging, a nd dist ribut ing t he m ,
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a nd t he pric e , if a ny, a t w hic h you m a y se ll t he not e s in a ny se c onda ry m a rk e t t ra nsa c t ions w ill lik e ly be
low e r t ha n t he public offe ring pric e due t o, a m ong ot he r t hings, t he inc lusion of t he se c ost s. In determining the
economic terms of the notes, and consequently the potential return on the notes to you, a number of factors are taken into account.
Among these factors are certain costs associated with developing, hedging, and offering the notes.
Assuming there is no change in market conditions or any other relevant factors, the price, if any, at which the agent(s) or
another purchaser might be willing to purchase the notes in a secondary market transaction is expected to be lower than the price
that you paid for them. This is due to, among other things, the inclusion of these costs, and the costs of unwinding any related
hedging.
The quoted price of any of our affiliates for the notes could be higher or lower than the price that you paid for them.
We c a nnot a ssure you t ha t a t ra ding m a rk e t for t he not e s w ill e ve r de ve lop or be m a int a ine d. We will
not list the notes on any securities exchange. We cannot predict how the notes will trade in any secondary market, or whether that
market will be liquid or illiquid.
The development of a trading market for the notes will depend on our financial performance and other factors. The number
of potential buyers of the notes in any secondary market may be limited. We anticipate that one or more of BofAS or its affiliates
will act as a market-maker for the notes, but none of BofAS nor any of its affiliates is required to do so. BofAS and its affiliates may
discontinue their market-making activities as to the notes at any time. To the extent that BofAS or any of its affiliates engages in
any market-making activities, it may bid for or offer the notes. Any price at which BofAS or any of its affiliates may bid for, offer,
purchase, or sell any notes may differ from the values determined by pricing models that each may use, whether as a result of
dealer discounts, mark-ups, or other transaction costs. These bids, offers, or completed transactions may affect the prices, if any,
at which the notes might otherwise trade in the market.
In addition, if at any time any entity were to cease acting as a market-maker for the notes, it is likely that there would be
significantly less liquidity in the secondary market and there may be no secondary market at all for the notes. In such a case, the
price at which the notes could be sold likely would be lower than if an active market existed, and you should be prepared to hold
the notes until maturity.
PS-6
M a ny e c onom ic a nd ot he r fa c t ors w ill im pa c t t he m a rk e t va lue of t he not e s. The market for, and the
market value of, the notes may be affected by a number of factors that may either offset or magnify each other, including:
·
the time remaining to maturity of the notes;
·
the aggregate amount outstanding of the notes;
·
our right to redeem the notes on the dates set forth above;
·
the level, direction, and volatility of market interest rates generally (in particular, increases in U.S. interest rates, which
may cause the market value of the notes to decrease);
·
general economic conditions of the capital markets in the United States;
·
geopolitical conditions and other financial, political, regulatory, and judicial events that affect the capital markets
generally;
·
our financial condition and creditworthiness; and
·
any market-making activities with respect to the notes.
T ra ding, he dging a nd busine ss a c t ivit ie s by us, BofAS a nd our or t he ir re spe c t ive a ffilia t e s m a y
c re a t e c onflic t s of int e re st w it h you. We, BofAS or our or their respective affiliates may engage in trading activities related
to the notes that are not for your account or on your behalf. We expect to enter into arrangements to hedge the market risks
associated with our obligation to pay the amounts due under the notes. We may seek competitive terms in entering into the
hedging arrangements for the notes, but are not required to do so, and we may enter into such hedging arrangements with BofAS
or its affiliates. This hedging activity is expected to result in a profit to those engaging in the hedging activity, which could be more
or less than initially expected, but which could also result in a loss for the hedging counterparty.
In addition, in the ordinary course of their business activities, BofAS and its affiliates may hold and trade our or our
affiliates' 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. BofAS and its affiliates may also have lending or other capital markets
relationships with us. In order to hedge such exposure, they may enter into transactions such as the purchase of credit default
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swaps or the creation of short positions in our or our affiliates' securities, including potentially the notes. Any such positions could
adversely affect future trading prices of the notes.
We, BofAS or one or more of our or their affiliates may also, 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.
These trading, hedging and business activities may present a conflict of interest between your interest in the notes and the
interests we, BofAS and our or their respective affiliates may have in our or their proprietary accounts, in facilitating transactions for
our or their other customers, and in accounts under our or their management.
T he re a re pot e nt ia l c onflic t s of int e re st be t w e e n you a nd t he c a lc ula t ion a ge nt . We ha ve t he right t o

a ppoint a nd re m ove t he c a lc ula t ion a ge 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 issue date without notice to you. For additional information as to the calculation agent's role,
see "Summary of Terms--Calculation Agent" herein. The calculation agent will exercise its judgment when performing its functions
and may take into consideration BNS' ability to unwind any related hedges. Since this discretion 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 decision.
PS-7
SU PPLEM EN T AL DI SCU SSI ON OF CAN ADI AN FEDERAL 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 document 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 BNS 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 BNS 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 BNS 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 not e s should c onsult t he ir ow n 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.
No Canadian withholding tax will apply to interest or principal paid or credited to a Non-Resident Holder by BNS or to
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.
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.
PS-8
M AT ERI AL U .S. FEDERAL I N COM E T AX CON SEQU EN CES
Ge ne ra l
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The following discussion summarizes the material U.S. federal income tax consequences to U.S. Holders of the purchase,
beneficial ownership and disposition of the notes.
For purposes of this summary, a "U.S. Holder" is a beneficial owner of a note that is:
·
an individual who is a citizen or a resident of the United States, for U.S. federal income tax purposes;
·
a corporation (or other entity that is treated as a corporation for U.S. federal income tax purposes) that is created or
organized in or under the laws of the United States or any State thereof (including the District of Columbia);
·
an estate whose income is subject to U.S. federal income taxation regardless of its source; or
·
a trust if a court within the United States is able to exercise primary supervision over its administration, and one or more
United States persons, for U.S. federal income tax purposes, have the authority to control all of its substantial decisions.
An individual may, subject to certain exceptions, be deemed to be a resident of the United States for U.S. federal income tax
purposes by reason of being present in the United States for at least 31 days in the calendar year and for an aggregate of at least
183 days during a three year period ending in the current calendar year (counting for such purposes all of the days present in the
current year, one third of the days present in the immediately preceding year, and one sixth of the days present in the second
preceding year).
This summary is based on interpretations of the U.S. Internal Revenue Code of 1986, as amended (the "Code"), regulations issued
thereunder, and rulings and decisions currently in effect (or in some cases proposed), all of which are subject to change. Any such
change may be applied retroactively and may materially and adversely affect the U.S. federal income tax consequences described
herein. In addition, this summary addresses only U.S. Holders that purchase notes at initial issuance, and own notes as capital
assets and not as part of a "straddle," "hedge," "synthetic security," or a "conversion transaction" for U.S. federal income tax
purposes or as part of some other integrated investment. This summary does not discuss all of the tax consequences (such as any
alternative minimum tax consequences) that may be relevant to particular investors or to investors subject to special treatment
under the U.S. federal income tax laws (such as banks, thrifts or other financial institutions; insurance companies; securities dealers
or brokers, or traders in securities electing mark-to-market treatment; regulated investment companies or real estate investment
trusts; small business investment companies; S corporations; partnerships; or investors that hold their notes through a partnership
or other entity treated as a partnership for U.S. federal income tax purposes; U.S. Holders whose functional currency is not the
U.S. dollar; certain former citizens or residents of the United States; retirement plans or other tax-exempt entities, or persons
holding the notes in tax-deferred or tax-advantaged accounts; persons that purchase or sell the notes as part of a wash sale for
tax purposes; or "controlled foreign corporations" or "passive foreign investment companies" for U.S. federal income tax purposes).
This summary also does not address the tax consequences to shareholders, or other equity holders in, or beneficiaries of, a holder,
or any state, local or non-U.S. tax consequences of the purchase, ownership or disposition of the notes. Investors should consult
their tax advisors concerning the application of U.S. federal income tax laws to their particular situations as well as any
consequences of the purchase, beneficial ownership and disposition of notes arising under the laws of any other taxing jurisdiction.
PS-9
U .S. Fe de ra l I nc om e T a x T re a t m e nt of t he not e s a s I nde bt e dne ss for U .S. Fe de ra l I nc om e T a x Purpose s a nd
Pa ym e nt s of I nt e re st
While there is no authority that specifically addresses the U.S. federal income tax treatment of an instrument like the bail-inable
notes, such notes should be treated as indebtedness for U.S. federal income tax purposes, and the balance of this summary
assumes that such notes are treated as indebtedness for U.S. federal income tax purposes. However, the U.S. Internal Revenue
Service (the "IRS") could assert that the notes should be treated as equity for U.S. federal income tax purposes. Nevertheless,
treatment of the notes as equity for U.S. federal income tax purposes should not result in inclusions of income with respect to the
notes that are materially different from those if the notes are treated as indebtedness. If the notes were treated as equity, it is
unlikely that interest payments on the notes that are treated as dividends for U.S. federal income tax purposes would be treated as
"qualified dividend income" for U.S. federal income tax purposes and, if such dividends were not treated as qualified dividend
income, amounts treated as dividends would be taxed at ordinary income tax rates. You should consult with your tax advisor
regarding the appropriate characterization of bail-inable notes for U.S. federal income tax purposes, and the U.S. federal income
and other tax consequences of any bail-in conversion.
Under the above treatment, interest payments on the notes will be taxable to a U.S. Holder as ordinary interest income at the time
it accrues or is received in accordance with the U.S. Holder's normal method of accounting for tax purposes. Pursuant to the terms
of the notes, you agree to treat the notes consistent with our treatment for all U.S. federal income tax purposes.
Sa le , Ex c ha nge , Ea rly Re de m pt ion or M a t urit y of t he not e s
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Pursuant to this treatment, upon the taxable disposition of a note, you should generally recognize taxable gain or loss equal to the
difference between (1) the amount realized on such taxable disposition (other than amounts attributable to accrued but untaxed
interest) and (2) your adjusted tax basis in the note. Your adjusted tax basis in a note generally will equal your cost of the note.
Because the note is held as a capital asset, as defined in Section 1221 of the Code, such gain or loss will generally constitute
capital gain or loss. Capital gain of a noncorporate U.S. Holder is generally taxed at preferential rates where such holder has a
holding period of greater than one year. The deductibility of a capital loss realized on the taxable disposition of a note is subject to
limitations.
Ba se d on c e rt a in fa c t ua l re pre se nt a t ions re c e ive d from us, our spe c ia l U .S. t a x c ounse l, Ca dw a la de r,
Wic k e rsha m & T a ft LLP, is of t he opinion t ha t your not e s should be t re a t e d in t he m a nne r a s de sc ribe d
a bove . H ow e ve r, t he U .S. fe de ra l inc om e t a x t re a t m e nt of t he not e s is unc e rt a in. We do not pla n t o re que st
a ruling from t he I RS re ga rding t he t a x t re a t m e nt of t he not e s, a nd t he I RS or a c ourt m a y not a gre e w it h
t he t a x t re a t m e nt de sc ribe d a bove . We urge you t o c onsult your t a x a dvisor a s t o t he t a x c onse que nc e s of
your inve st m e nt in t he not e s.
M e dic a re T a x on N e t I nve st m e nt I nc om e
U.S. Holders that are individuals, estates or certain trusts are subject to an additional 3.8% tax on all or a portion of their "net
investment income," or "undistributed net investment income" in the case of an estate or trust, which may include any income or
gain with respect to the notes, to the extent of their net investment income or undistributed net investment income (as the case
may be) that, when added to their other modified adjusted gross income, exceeds $200,000 for an unmarried individual, $250,000
for a married taxpayer filing a joint return (or a surviving spouse), $125,000 for a married individual filing a separate return or the
dollar amount at which the highest tax bracket begins for an estate or trust. The 3.8% Medicare tax is determined in a different
manner than the regular income tax. You should consult your tax advisor as to the consequences of the 3.8% Medicare tax.
PS-10
Spe c ifie d Fore ign Fina nc ia l Asse t s
Certain U.S. Holders that own "specified foreign financial assets" in excess of an applicable threshold may be subject to reporting
obligations with respect to such assets with their tax returns, especially if such assets are held outside the custody of a U.S.
financial institution. You are urged to consult your tax advisor as to the application of this reporting obligation to your ownership of
the notes.
Ba c k up Wit hholding a nd I nform a t ion Re port ing
Interest paid on the notes, and proceeds received from a taxable disposition of the notes, will be subject to information reporting
unless you are an "exempt recipient" and may also be subject to backup withholding if you fail to provide certain identifying
information (such as an accurate taxpayer number) or meet certain other conditions.
Amounts withheld under the backup withholding rules are not additional taxes and may be refunded or credited against your U.S.
federal income tax liability, provided the required information is furnished to the IRS.
Y ou should c onsult your t a x a dvisor a s t o t he fe de ra l, st a t e , loc a l a nd ot he r t a x c onse que nc e s of a c quiring,
holding a nd disposing of t he not e s a nd re c e iving pa ym e nt s unde r t he not e s, a s w e ll a s a ny t a x
c onse que nc e s a rising unde r t he la w s of a ny st a t e , loc a l or non -U .S. t a x ing jurisdic t ion (inc luding t ha t of
BN S) .
PS-11
SU PPLEM EN T AL PLAN OF DI ST RI BU T I ON
Under our distribution agreement with BofAS, BofAS has agreed to purchase the notes from us as principal at the public
offering price indicated on the cover of this term sheet, less the indicated underwriting discount. BofAS is a party to the distribution
agreement described in the "Supplemental Plan of Distribution (Conflicts of Interest)" of the accompanying prospectus supplement.
BofAS will pay a selling concession of $7.00 (0.70)% in connection with the distribution of the notes to other registered broker-
dealers. Certain dealers who purchase the notes for sale to certain fee-based advisory accounts may forgo some or all of their
selling concessions, fees or commissions. The price to public for investors purchasing the notes in these accounts may have been
as low as $993.00 (99.30%) per $1,000 in principal amount of the notes.
None of BofAS nor its affiliates are acting as your fiduciary or advisor solely as a result of the offering of the notes, and you
should not rely upon any communication from the agent(s) in connection with the notes as investment advice or a recommendation
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to purchase the notes. You should make your own investment decision regarding the notes after consulting with your legal, tax, and
other advisors.
BofAS may sell the notes to other broker-dealers that will participate in the offering and that are not affiliated with us, at an
agreed discount to the principal amount, not to exceed the selling concession specified above. Each of those broker-dealers may
sell the notes to one or more additional broker-dealers. BofAS has informed us that these discounts may vary from dealer to dealer
and that not all dealers will purchase or repurchase the notes at the same discount.
BofAS and its affiliates may use this document, and the accompanying prospectus supplement and prospectus for offers
and sales in secondary market transactions and market-making transactions in the notes. However, they are not obligated to
engage in such secondary market transactions or market-making transactions. These broker-dealers may act as principal or agent
in these transactions, and any such sales will be made at prices related to prevailing market prices at the time of the sale. BofAS'
or its affiliates' distribution of this document in connection with these offers or sales will be solely for the purpose of providing
investors with the description of the terms of the notes that was made available to investors in connection with their initial offering.
Secondary market investors who purchase the notes from BofAS or its affiliates should not, and will not be authorized to, rely on
this document for information regarding BNS or for any purpose other than that described in the immediately preceding sentence.
BofAS and its affiliates have engaged in, and may in the future engage in, investment banking and other commercial

dealings in the ordinary course of business with us or our affiliates. BofAS has received, or may in the future receive, customary
fees and commissions for these transactions. In addition, in the ordinary course of its business activities, BofAS 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. Such investments and
securities activities may involve securities and/or instruments of ours or our affiliates. To the extent that BofAS or its affiliates has a
lending relationship with us, they would routinely hedge their credit exposure to us consistent with their customary risk management
policies. Typically, BofAS or its affiliates would hedge such exposure by entering into transactions which consist of either the
purchase of credit default swaps or the creation of short positions in our securities, including potentially the notes offered hereby.
Any such short positions could adversely affect future trading prices of the notes offered hereby. BofAS or its affiliates may also
make investment recommendations and/or publish or express independent research views in respect of such securities or financial
instruments and may hold, or recommend to clients that they acquire, long and/or short positions in such securities and instruments.
PS-12
Europe a n Ec onom ic Are a
None of this document, the accompanying prospectus or the accompanying prospectus supplement is a prospectus for the
purposes of the Prospectus Regulation (as defined below). This document, the accompanying prospectus and the accompanying
prospectus supplement have been prepared on the basis that any offer of notes in any Member State of the European Economic
Area (the "EEA") which has implemented the Prospectus Regulation (each, a "Relevant Member State") will only be made to a
legal entity which is a qualified investor under the Prospectus Regulation ("Qualified Investors"). Accordingly any person making or
intending to make an offer in that Relevant Member State of notes which are the subject of the offering contemplated in this
document, the accompanying prospectus and the accompanying prospectus supplement may only do so with respect to Qualified
Investors. Neither BNS nor the Agent have authorized, nor do they authorize, the making of any offer of notes other than to
Qualified Investors. The expression "Prospectus Regulation" means Regulation (EU) 2017/1129.
PROH I BI T I ON OF SALES T O EEA RET AI L I N V EST 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 EEA. For
these purposes: (a) a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article
4(1) of Directive 2014/65/EU, as amended ("MiFID II"); or (ii) a customer within the meaning of Directive (EU) 2016/97 (the
Insurance Distribution Directive), as amended or superseded, 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 the Prospectus Regulation; and (b) the
expression "offer" includes the communication in any form and by any means of sufficient information on the terms of the offer and
the notes to be offered so as to enable an investor to decide to purchase or subscribe for the notes. 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.
U nit e d K ingdom
The communication of this document, the accompanying prospectus supplement, the accompanying prospectus and any
other document or materials relating to the issue of the notes offered hereby is not being made, and such documents and/or
materials have not been approved, by an authorized person for the purposes of section 21 of the United Kingdom's Financial
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Document Outline

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