Obligation ScotiaBank 1.3% ( US064159VL70 ) en USD

ScotiaBank

100 % ▲

Canada

US064159VL70 ( en USD )

1.3% par an ( paiement semestriel )

10/06/2025 - Obligation échue

Prospectus brochure de l'obligation The Bank of Nova Scotia US064159VL70 en USD 1.3%, échue

2 000 USD

1 000 000 000 USD

064159VL7

A- ( Qualité moyenne supérieure )

A2 ( Qualité moyenne supérieure )

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

L'Obligation émise par ScotiaBank ( Canada ) , en USD, avec le code ISIN US064159VL70, paye un coupon de 1.3% par an.
Le paiement des coupons est semestriel et la maturité de l'Obligation est le 10/06/2025

L'Obligation émise par ScotiaBank ( Canada ) , en USD, avec le code ISIN US064159VL70, a été notée A2 ( Qualité moyenne supérieure ) par l'agence de notation Moody's.

L'Obligation émise par ScotiaBank ( Canada ) , en USD, avec le code ISIN US064159VL70, a été notée A- ( Qualité moyenne supérieure ) par l'agence de notation Standard & Poor's ( S&P ).

424B2
424B2 1 d912039d424b2.htm 424B2
Table of Contents
Filed pursuant to Rule 424(b)(2)
Registration Statement No. 333-228614

Prospectus Supplement
(to the Prospectus Dated December 26, 2018)

THE BANK OF NOVA SCOTIA
US$1,000,000,000 1.300% Senior Notes due 2025
(Bail-inable notes)
The US$1,000,000,000 aggregate principal amount of Senior Notes due 2025 (Bail-inable notes) (the "Notes") offered by this prospectus supplement
(this "Prospectus Supplement") will bear interest at a rate of 1.300% from June 11, 2020 and will mature on June 11, 2025. Interest on the Notes will be
payable in arrears on June 11 and December 11 of each year, commencing December 11, 2020 and continuing until June 11, 2025. See "Details of the
Offering -- Interest." The Notes will be unsecured and unsubordinated obligations of The Bank of Nova Scotia (the "Bank") and will constitute deposit
liabilities of the Bank for purposes of the Bank Act (Canada) (the "Bank Act").
Investing in the Notes involves risks. See "Risk Factors" beginning on page S-2 of this Prospectus Supplement and page 5 of the
accompanying prospectus of the Bank dated December 26, 2018 (the "Prospectus").
Prospective investors should be aware that the acquisition of the Notes described herein may have tax consequences both in the United
States and in Canada. Such consequences for investors who are resident in, or citizens of, the United States may not be described fully herein.
The 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 Canada Deposit Insurance Corporation Act (Canada) (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.
The enforcement by investors of civil liabilities under the United States federal securities laws may be affected adversely by the fact that the
Bank is a Canadian bank, that many of its officers and directors, and some of the experts named in this Prospectus Supplement, may be residents
of Canada and that all or a substantial portion of the assets of the Bank and such persons may be located outside the United States.
Neither the U.S. Securities and Exchange Commission (the "SEC") nor any state securities commission has approved or disapproved of the
Notes, or determined if this Prospectus Supplement or the accompanying Prospectus is truthful or complete. Any representation to the contrary is
a criminal offense.

Per Note
Total

Price to the Public(1)

99.778%
US$997,780,000
Underwriters' Fees

0.350%
US$
3,500,000
Net Proceeds, before expenses, to the Bank(1)

99.428%
US$994,280,000

(1)
Plus accrued interest, if any, from June 11, 2020 to the date of delivery.
The Notes will not constitute deposits that are insured under the CDIC Act or by the United States Federal Deposit Insurance Corporation
or any other Canadian or U.S. government agency or instrumentality.
The principal executive office of the Bank is located at 1709 Hollis Street, Halifax, Nova Scotia, B3J 3B7 and its executive offices are at Scotia
Plaza, 44 King Street West, Toronto, Ontario, M5H 1H1. The Notes will be ready for delivery through the book-entry facilities of The Depository Trust
Company and its direct and indirect participants, including Euroclear Bank SA/NV and Clearstream Banking S.A. on or about June 11, 2020.
Joint Book-Running Managers

Scotiabank

Barclays

Goldman Sachs & Co. LLC

Morgan Stanley

Wells Fargo Securities
Co-Managers

HSBC

ANZ Securities

Standard Chartered Bank
June 4, 2020
https://www.sec.gov/Archives/edgar/data/9631/000119312520162076/d912039d424b2.htm[6/5/2020 4:09:38 PM]

424B2
Table of Contents
TABLE OF CONTENTS

PAGE
Prospectus Supplement

About this Prospectus Supplement
S-1
Risk Factors
S-2
Caution Regarding Forward-Looking Statements
S-4
Incorporation of Certain Information by Reference
S-6
Use of Proceeds
S-8
Details of the Offering
S-9
Certain U.S. Federal Income Tax Considerations
S-14
Certain Canadian Federal Income Tax Considerations
S-15
Plan of Distribution (Conflicts of Interest)
S-16
Legal Matters
S-21
Experts
S-22
Prospectus

About This Prospectus

1
Presentation of Financial Information

2
Caution Regarding Forward-Looking Statements

2
Where You Can Find More Information

3
Incorporation of Certain Information by Reference

4
Risk Factors

5
The Bank of Nova Scotia

10
Consolidated Capitalization of the Bank

12
Use of Proceeds

13
Description of Common Shares and Preferred Shares

14
Description of the Debt Securities We May Offer

20
Description of Certain Provisions Relating to the Debt Securities We May Offer

39
Legal Ownership and Book-Entry Issuance

40
United States Taxation

47
Canadian Taxation

61
Employee Retirement Income Security Act

63
Plan of Distribution (Conflicts of Interest)

65
Limitations on Enforcement of U.S. Laws

68
Legal Matters

68
Experts

68
Other Expenses of Issuance and Distribution

69
We have not, and the underwriters have not, authorized anyone to provide you with information other than the information contained or
incorporated by reference in this Prospectus Supplement, the accompanying Prospectus or in any free writing prospectus we have authorized. We
take no responsibility for and can make no assurance as to the reliability of any other information that others may give you. We are not, and the
underwriters are not, making an offer to sell any Notes in any jurisdiction where the offer or sale is not permitted. You should not assume that
the information contained in this Prospectus Supplement, the accompanying Prospectus, the documents incorporated by reference or any free
writing prospectus we may authorize to be delivered to you is accurate as of any date other than the dates thereon. Our business, financial
condition, results of operations and prospects may have changed since those dates.
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") or in the United Kingdom ("UK"). 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"); or (ii) a customer within the
meaning of Directive (EU) 2016/97 (as amended, the "Insurance Distribution Directive"), 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 Regulation (EU) 2017/1129 (the "Prospectus Regulation").
Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the
Notes or

i
Table of Contents
https://www.sec.gov/Archives/edgar/data/9631/000119312520162076/d912039d424b2.htm[6/5/2020 4:09:38 PM]

424B2
otherwise making them available to retail investors in the EEA or in the UK has been prepared and therefore offering or selling the Notes or otherwise
making them available to any retail investor in the EEA or in the UK may be unlawful under the PRIIPs Regulation.
This Prospectus Supplement has been prepared on the basis that any offer of Notes in any Member State of the EEA or in the UK will be made
pursuant to an exemption under the Prospectus Regulation from the requirement to publish a prospectus for offers of Notes. Accordingly, any person
making or intending to make an offer in that Member State or in the UK of Notes which are the subject of the offering contemplated in this Prospectus
Supplement and the accompanying Prospectus may only do so to legal entities which are Qualified Investors (as defined in the Prospectus Regulation),
provided that no such offer of Notes shall require the Bank or any of the underwriters to publish a prospectus pursuant to Article 3 of the Prospectus
Regulation or supplement a prospectus pursuant to Article 23 of the Prospectus Regulation, in each case in relation to such offer.
Neither the Bank nor the underwriters have authorized, nor do they authorize, the making of any offer of Notes to any legal entity which is not a
Qualified Investor. Neither the Bank nor the underwriters have authorized, nor do they authorize, the making of any offer of Notes through any financial
intermediary, other than offers made by the relevant underwriters which constitute the final placement of the Notes contemplated in this Prospectus
Supplement and the accompanying Prospectus.
References to Regulations or Directives include, in relation to the UK, those Regulations or Directives as they form part of UK domestic law by
virtue of the European Union (Withdrawal) Act 2018 or have been implemented in UK domestic law, as appropriate.

ii
Table of Contents
ABOUT THIS PROSPECTUS SUPPLEMENT
This document consists of two parts. The first part is this Prospectus Supplement, which describes the specific terms of this offering. The second
part, the accompanying Prospectus, gives more general information, some of which may not apply to this offering. If information in this Prospectus
Supplement is inconsistent with the accompanying Prospectus, investors should rely on the information in this Prospectus Supplement. This Prospectus
Supplement, the accompanying Prospectus and the documents incorporated by reference into each of them include important information about the Bank,
the Notes being offered and other information investors should know before investing in the Notes.
Unless otherwise mentioned or unless the context requires otherwise, all references in this Prospectus Supplement to the "Bank," "we," "us," "our" or
similar references mean The Bank of Nova Scotia and do not include the subsidiaries of The Bank of Nova Scotia.
The distribution of this Prospectus Supplement, the accompanying Prospectus and any free writing prospectus we have authorized and the offering of
the Notes in certain jurisdictions may be restricted by law. Persons who come into possession of this Prospectus Supplement, the accompanying Prospectus
or any free writing prospectus we have authorized should inform themselves about and observe any such restrictions. This Prospectus Supplement, the
accompanying Prospectus and any free writing prospectus we have authorized do not constitute, and may not be used in connection with, an offer or
solicitation by anyone in any jurisdiction in which such offer or solicitation is not authorized or in which the person making such offer or solicitation is not
qualified to do so or to any person to whom it is unlawful to make such offer or solicitation.
You should not consider any information in this Prospectus Supplement, the accompanying Prospectus or any free writing prospectus we have
authorized to be investment, legal or tax advice. You should consult your own counsel, accountant and other advisors for legal, tax, business, financial and
related advice regarding the purchase of the Notes. We are not making any representation to you regarding the legality of an investment in the Notes by you
under applicable investment or similar laws.

S-1
Table of Contents
RISK FACTORS
An investment in the Notes is subject to certain risks. Before deciding whether to invest in the Notes, investors should carefully consider the risks set
out herein, in the accompanying Prospectus and in the documents incorporated by reference in this Prospectus Supplement (including subsequently filed
documents incorporated by reference herein). For a discussion of the recent COVID-19 pandemic and its impact on our business, see our Management's
Discussion and Analysis for the three months ended April 30, 2020 under the headings "Group Financial Performance -- Impact of COVID-19" and "Risk
Management -- Top and Emerging Risks -- COVID-19 Pandemic".
The value of the Notes will be affected by the general creditworthiness of the Bank.
Any payment to be made on the Notes depends on the ability of the Bank to satisfy its obligations as they come due. As a result, the actual and
perceived creditworthiness of the Bank may affect the market value of the Notes and, in the event the Bank was to default on its obligations, holders of the
Notes may not receive the amounts owed to them under the terms of the Notes. Prospective investors should consider the categories of risks identified in
the Bank's most recent Annual Report filed on Form 40-F, as updated by quarterly reports, which is incorporated by reference herein, including credit risk,
market risk, liquidity risk, operational risk, reputational risk, environmental risk, strategic risk and insurance risk.
https://www.sec.gov/Archives/edgar/data/9631/000119312520162076/d912039d424b2.htm[6/5/2020 4:09:38 PM]

424B2
Ranking of the Notes
The Notes will be unsecured and unsubordinated obligations of the Bank and will rank on a parity with all of the Bank's other senior unsecured debt
including deposit liabilities, other than certain governmental claims in accordance with applicable law. Except to the extent regulatory requirements affect
the Bank's decisions to issue more senior debt, there is no limit on the Bank's ability to incur additional senior debt.
The value of the Notes may be affected by changes in credit ratings.
Real or anticipated changes in credit ratings on the Bank's deposit liabilities may affect the market value of the Notes. In addition, real or anticipated
changes in credit ratings can affect the cost at which the Bank can transact or obtain funding, and thereby affect the Bank's liquidity, business, financial
condition or results of operations and, therefore, the Bank's ability to make payments on the Notes could be adversely affected.
The value of the Notes may be affected by market value and interest rate fluctuations.
The value of the Notes may be affected by market value fluctuations resulting from factors which influence the Bank's operations, including legal
and regulatory developments, competition and global market activity. Such changes in law may include changes in statutory, tax and regulatory regimes
during the life of the Notes.
Prevailing interest rates will affect the market value of the Notes. Assuming all other factors remain unchanged, the market value of the Notes will
decline as prevailing interest rates for similar debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.
There is no established trading market for the Notes.
The Notes are a new issue of securities and there may be no market through which the Notes may be sold and purchasers may therefore be unable to
resell such Notes. In addition, the Bank does not intend to apply for listing or quotation of the Notes on any securities exchange or automated quotation
system. These factors may affect the pricing of the Notes in any secondary market, the transparency and availability of trading prices and the liquidity of
the Notes.
There can be no assurance that an active trading market will develop for the Notes after this offering, or if developed, that such a market will be
sustained at the offering price of the Notes. While certain of the underwriters intend to make a market in the Notes, the underwriters will not be obligated to
do so and may stop their market-making at any time. In addition, any market-making activities will be subject to limits of the U.S. Securities Act of 1933,
as amended (the "Securities Act"), and the U.S. Securities Exchange Act of 1934, as amended (the "Exchange Act").

S-2
Table of Contents
If any of the Notes are traded after their initial issuance, they may trade at a discount from their initial offering price. Future trading prices of the
Notes will depend on many factors, including prevailing interest rates, the market for similar securities, general economic conditions and our financial
condition, performance, prospects and other factors. Accordingly, you may be required to bear the financial risk of an investment in the Notes for an
indefinite period of time.
The Bank has no limitation on issuing additional indebtedness.
The senior debt securities indenture governing the Notes does not contain any financial covenants and contains only limited restrictive covenants. In
addition, the senior debt securities indenture will not limit the Bank's or its subsidiaries' ability to incur additional indebtedness, issue or repurchase
securities, pay dividends or engage in transactions with affiliates. The Bank's ability to incur additional indebtedness and use its funds for any purpose in
the Bank's discretion may increase the risk that the Bank may be unable to service its debt, including paying its obligations under the Notes.
The Notes are governed by New York law.
The Notes and the related senior debt securities indenture will be governed by, and construed in accordance with, the laws of the State of New York
(other than the provisions relating to bail-in conversion and certain limited provisions that will be governed by the laws of the Province of Ontario and
applicable laws of Canada; see "Details of the Offering -- Agreement with Respect to the Exercise of Canadian Bail-in Powers" in this Prospectus
Supplement and "Description of the Debt Securities We May Offer -- Special Provisions Related to Bail-inable Debt Securities" in the accompanying
Prospectus). Generally, in an action commenced in a Canadian court for the enforcement of the senior debt securities indenture or the Notes, a plaintiff will
be required to prove those non-Canadian laws as a matter of fact by the evidence of persons who are experts in those laws.
Fiduciaries of certain plans should consult with counsel.
This paragraph is relevant only if you are a fiduciary of a plan subject to Title I of the U.S. Employee Retirement Income Security Act of 1974, as
amended or Section 4975 of the Internal Revenue Code of 1986, as amended (the "Code") (each such plan, a "Plan"), or a governmental, church or
non-U.S. plan subject to similar laws. Fiduciaries of a Plan or a governmental, church or non-U.S. plan subject to similar laws should consult with their
counsel regarding their proposed investment in the Notes and the deemed representations they are required to make. See "Employee Retirement Income
Security Act" in the accompanying Prospectus.
https://www.sec.gov/Archives/edgar/data/9631/000119312520162076/d912039d424b2.htm[6/5/2020 4:09:38 PM]

424B2
The Notes are denominated in U.S. dollars and may have tax consequences for investors.
The Notes will be denominated in U.S. dollars. If you are a non-U.S. investor who purchases the Notes with a currency other than U.S. dollars,
changes in rates of exchange may have an adverse effect on the value, price or returns of your investment. This Prospectus Supplement does not address the
tax consequences to non-U.S. investors of purchasing the Notes. If you are a non-U.S. investor, you should consult your tax advisors as to the
consequences, under the tax laws of the country where you are resident for tax purposes, of acquiring, holding and disposing of the Notes and receiving the
payments that might be due under the Notes.

S-3
Table of Contents
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
This Prospectus Supplement and the accompanying Prospectus, including documents incorporated by reference herein and therein, may contain
forward-looking information or forward-looking statements (collectively, "forward-looking statements"). All such statements are made pursuant to the
"safe harbor" provisions of the U.S. Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. Forward-looking
statements may include, but are not limited to, statements made in this Prospectus Supplement and the accompanying Prospectus, the "Management's
Discussion and Analysis" in the Bank's Annual Report on Form 40-F for the fiscal year ended October 31, 2019 under the headings "Outlook", as updated
by the Bank's quarterly reports and in other statements regarding the Bank's objectives, strategies to achieve those objectives, the regulatory environment in
which the Bank operates, anticipated financial results, and the outlook for the Bank's businesses and for the Canadian, U.S. and global economies. Such
statements are typically identified by words or phrases such as "believe," "expect," "foresee," "forecast," "anticipate," "intend," "estimate," "plan," "goal,"
"project," and similar expressions of future or conditional verbs, such as "will," "may," "should," "would" and "could."
By their very nature, forward-looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the
risk that predictions and other forward-looking statements will not prove to be accurate. Do not unduly rely on forward-looking statements, as a number of
important factors, many of which are beyond the Bank's control and the effects of which can be difficult to predict, could cause actual results to differ
materially from the expectations, targets, estimates or intentions expressed in such forward-looking statements. These factors include, but are not limited
to: general economic and market conditions in the countries in which the Bank operates; changes in currency and interest rates; increased funding costs and
market volatility due to market illiquidity and competition for funding; the failure of third parties to comply with their obligations to the Bank and its
affiliates; changes in monetary, fiscal, or economic policy and tax legislation and interpretation; changes in laws and regulations or in supervisory
expectations or requirements, including capital, interest rate and liquidity requirements and guidance, and the effect of such changes on funding costs;
changes to the Bank's credit ratings; operational and infrastructure risks; reputational risks; the accuracy and completeness of information the Bank
receives on customers and counterparties; the timely development and introduction of new products and services; the Bank's ability to execute its strategic
plans, including the successful completion of acquisitions and dispositions and obtaining regulatory approvals; critical accounting estimates and the effect
of changes to accounting standards, rules and interpretations on these estimates; global capital markets activity; the Bank's ability to attract, develop and
retain key executives; the evolution of various types of fraud or other criminal behaviour to which the Bank is exposed; disruptions in or attacks (including
cyber-attacks) on the Bank's information technology, internet, network access, or other voice or data communications systems or services; increased
competition in the geographic and business areas in which the Bank operates, including through internet and mobile banking and non-traditional
competitors; exposure related to significant litigation and regulatory matters; the occurrence of natural and unnatural catastrophic events and claims
resulting from such events; the emergence of widespread health emergencies or pandemics, including the magnitude and duration of the COVID-19
pandemic and its impact on the global economy and financial market conditions and the Bank's business, results of operations, financial condition and
prospects; and the Bank's anticipation of and success in managing the risks implied by the foregoing. A substantial amount of the Bank's business involves
making loans or otherwise committing resources to specific companies, industries or countries. Unforeseen events affecting such borrowers, industries or
countries could have a material adverse effect on the Bank's financial results, businesses, financial condition or liquidity. These and other factors may
cause the Bank's actual performance to differ materially from that contemplated by forward-looking statements. For more information, see the "Risk
Management" section of the Bank's Annual Report on Form 40-F for the fiscal year ended October 31, 2019, as may be updated by the Bank's quarterly
reports.
Material economic assumptions underlying the forward-looking statements contained in this Prospectus Supplement and the accompanying
Prospectus are set out in the Bank's Annual Report on Form 40-F for the fiscal year ended October 31, 2019 under the headings "Outlook" as updated by
quarterly reports. The "Outlook" sections are based on the Bank's views and the actual outcome is uncertain. Readers should consider the above-noted
factors when reviewing these sections.

S-4
Table of Contents
The preceding list of factors is not exhaustive of all possible risk factors and other factors could also adversely affect the Bank's results. When
relying on forward-looking statements to make decisions with respect to the Bank and its securities, investors and others should carefully consider the
preceding factors, other uncertainties and potential events. The forward-looking statements contained in this Prospectus Supplement and the accompanying
https://www.sec.gov/Archives/edgar/data/9631/000119312520162076/d912039d424b2.htm[6/5/2020 4:09:38 PM]

424B2
Prospectus are presented for the purpose of assisting the holders of the Bank's securities, including the Notes offered hereby, and financial analysts in
understanding the Bank's financial position and results of operations as at and for the periods ended on the dates presented, as well as the Bank's financial
performance objectives, vision and strategic goals, and may not be appropriate for other purposes. Except as required by law, the Bank does not undertake
to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf.

S-5
Table of Contents
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The SEC allows us to "incorporate by reference" into this Prospectus Supplement and the accompanying Prospectus the information in certain
documents we file with it. This means that we can disclose important information to you by referring you to those documents. The information
incorporated by reference is considered to be a part of this Prospectus Supplement and the accompanying Prospectus and should be read with the same
care. When we update the information contained in documents that have been incorporated by reference by making future filings with the SEC the
information incorporated by reference in this Prospectus Supplement and the accompanying Prospectus is considered to be automatically updated and
superseded. The modifying or superseding statement need not state that it has modified or superseded a prior statement or include any other information set
forth in the document that it modifies or supersedes. In other words, in the case of a conflict or inconsistency between information contained in this
Prospectus Supplement or the accompanying Prospectus and information incorporated by reference into this Prospectus Supplement or the accompanying
Prospectus, you should rely on the information contained in the document that was filed later. The making of a modifying or superseding statement shall
not be deemed an admission for any purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue statement
of a material fact or an omission to state a material fact that is required to be stated or that is necessary to make a statement not misleading in light of the
circumstances in which it was made. Any statement so modified or superseded shall not be deemed, except as so modified or superseded to constitute a part
of this Prospectus Supplement and the accompanying Prospectus.
We incorporate by reference the documents listed below and all documents which we subsequently file with the SEC (other than, in each case,
documents or information deemed to have been furnished and not filed in accordance with the SEC rules) pursuant to Section 13(a), 13(c), 14 or 15(d) of
the Exchange Act until the termination of the offering of the Notes under this Prospectus Supplement:

·
Annual Report on Form 40-F for the fiscal year ended October 31, 2019, filed on November 26, 2019;

·
Reports on Form 6-K filed on November 26, 2019 (eight filings) (Acc-nos: 0001193125-19-300498 ; 0001193125-19-300554; 0001193125-

19-300577 ; 0001193125-19-300630; 0001193125-19-300725 ; 0001193125-19-300753; 0001193125-19-300778 and 0001193125-19-
301051);

·
Report on Form 6-K filed on January 7, 2020 (Acc-no: 0001193125-20-002851);

·
Report on Form 6-K/A filed on January 21, 2020 (Acc-no: 0001279569-20-000080);

·
Report on Form 6-K filed on January 31, 2020 (Acc-no: 0001279569-20-000127);

·
Reports on Form 6-K filed on February 25, 2020 (five filings) (Acc-nos: 0001193125-20-047241 ; 0001193125-20-047343; 0001193125-20-

047379 ; 0001193125-20-047423 and 0001193125-20-047437 );

·
Report on Form 6-K filed on March 4, 2020 (Acc-no: 0001193125-20-060994);

·
Reports on Form 6-K filed on March 20, 2020 (Acc-nos: 0001279569-20-000348 and 0001193125-20-080300);

·
Report on Form 6-K filed on April 1, 2020 (Acc-no: 0001193125-20-093527);

·
Report on Form 6-K filed on April 9, 2020 (Acc-no: 0001193125-20-101598);

·
Report on Form 6-K filed on April 16, 2020 (Acc-no: 0001193125-20-108912); and

·
Reports on Form 6-K filed on May 26, 2020 (five filings) (Acc-nos: 0001193125-20-150837 ; 0001193125-20-150887; 0001193125-20-

150906 ; 0001193125-20-150931; and 0001193125-20-150941 ).
We may also incorporate any other Form 6-K that we furnish to the SEC on or after the date hereof and prior to the termination of this offering of the
Notes under this Prospectus Supplement if the Form 6-K filing specifically states that it is incorporated by reference into the registration statement of
which the accompanying Prospectus forms a part.

S-6
Table of Contents
https://www.sec.gov/Archives/edgar/data/9631/000119312520162076/d912039d424b2.htm[6/5/2020 4:09:38 PM]

424B2
We will provide without charge to each person, including any beneficial owner, to whom this Prospectus Supplement is delivered, upon his or her
written or oral request, a copy of any or all documents referred to above which have been or may be incorporated by reference into this Prospectus
Supplement excluding exhibits to those documents, unless they are specifically incorporated by reference into those documents. You may obtain copies of
those documents by requesting them in writing or by telephoning us at the following address:
The Bank of Nova Scotia
Scotia Plaza
44 King Street West
Toronto, Ontario
Canada M5H 1H1
Attention: Secretary
Telephone: (416) 866-3672

S-7
Table of Contents
USE OF PROCEEDS
The net proceeds to the Bank from the sale of the Notes, after deducting the estimated expenses payable by the Bank and the underwriters' discounts
and commissions, will amount to approximately US$994,180,000. Such net proceeds will be added to the Bank's funds and will be used for general
business purposes.

S-8
Table of Contents
DETAILS OF THE OFFERING
The following description of the terms of the Notes supplements, and to the extent inconsistent therewith replaces, the description set forth under the
heading "Description of the Debt Securities We May Offer" in the accompanying Prospectus and should be read in conjunction with such description. As
used in this description, the terms the "Bank," "we," "us" and "our" refer only to The Bank of Nova Scotia and not to any of its subsidiaries. All
capitalized terms used under this heading "Details of the Offering" that are not defined herein have the meanings ascribed thereto in the accompanying
Prospectus.
General
The following is a description of the terms of the US$1,000,000,000 aggregate principal amount of 1.300% Senior Notes due 2025 (Bail-inable notes)
offered by this Prospectus Supplement (which are referred to in this Prospectus Supplement as the "Notes" and in the accompanying Prospectus as "Debt
Securities"). The Notes are part of the Debt Securities registered by us with the SEC and which are to be issued on terms that will be determined at the time
of sale. The Notes will constitute our unsecured and unsubordinated obligations and will constitute deposit liabilities of the Bank for purposes of the Bank
Act and will rank on a parity with all of our other senior unsecured debt including deposit liabilities, other than certain governmental claims in accordance
with applicable law, and prior to all of our subordinated debt. The Notes are to be issued under a senior debt securities indenture, as amended, among us,
Computershare Trust Company, N.A., as United States trustee, and Computershare Trust Company of Canada, as Canadian trustee, which is more fully
described in the Prospectus under the heading "Description of the Debt Securities We May Offer."
Payment of the principal and interest on the Notes will be made in U.S. dollars. We will pay interest, principal and any other money due on the Notes
in immediately available funds to The Depository Trust Company, as depositary, or its nominee as the registered owner of the global notes representing the
book-entry Notes.
The Notes are not entitled to the benefits of any sinking fund.
The provisions of the senior debt securities indenture relating to defeasance and covenant defeasance (described under the heading "Description of
the Debt Securities We May Offer -- Defeasance" in the accompanying Prospectus) will apply to the Notes.
The Notes 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 Debt Securities We May Offer --
Special Provisions Related to Bail-inable Notes" and "Risk Factors -- Risks Related to the Bank's Debt Securities" in the accompanying Prospectus.
The Notes will be issued in denominations of US$2,000 and integral multiples of US$1,000 in excess of such amount. Upon issuance, the Notes will
be represented by one or more fully registered global notes. Each global note will be deposited with, or on behalf of, The Depository Trust Company, as
depositary. You may elect to hold interests in the global notes through either the depositary (in the United States), Euroclear Bank SA/NV or Clearstream
https://www.sec.gov/Archives/edgar/data/9631/000119312520162076/d912039d424b2.htm[6/5/2020 4:09:38 PM]

424B2
Banking S.A. or indirectly through organizations that are participants in such systems. See "Description of Certain Provisions Relating to the Debt
Securities We May Offer -- Legal Ownership and Book-Entry Issuance" in the accompanying Prospectus.
Maturity
The Notes will mature on June 11, 2025.
Interest
The Notes will bear interest from and including June 11, 2020 at a rate equal to 1.300%. The Bank will pay interest semi-annually in arrears on
June 11 and December 11 of each year, beginning December 11, 2020 (each,

S-9
Table of Contents
an "Interest Payment Date"), and on the maturity date. Interest will be payable on each Interest Payment Date to the persons in whose name the Notes are
registered at the close of business on the preceding May 27 or November 26, whether or not a business day. However, the Bank will pay interest on the
maturity date to the same persons to whom the principal will be payable. If any Interest Payment Date or the maturity date falls on a day that is not a
business day, the Bank will postpone the making of such interest payment to the next succeeding business day (and no interest will be paid in respect of the
delay). A "business day" means each Monday, Tuesday, Wednesday, Thursday or Friday that is not a day on which banking institutions are authorized or
required by law or executive order to close in The City of New York, New York or Toronto, Ontario.
Interest on the Notes will accrue from and including June 11, 2020 to but excluding the first Interest Payment Date and then from and including each
Interest Payment Date to which interest has been paid or duly provided for to, but excluding, the next Interest Payment Date or the maturity date, as the
case may be.
Interest on the Notes will be computed on the basis of a 360-day year consisting of twelve 30-day months.
Payment of Additional Amounts
All payments made by or on behalf of the Bank under or with respect to the Notes will be made free and clear of and without withholding or
deduction for or on account of any present or future tax, duty, levy, impost, assessment or other governmental charge (including penalties, interest and
other liabilities related thereto) imposed or levied by or on behalf of the Government of Canada or any province or territory thereof or by any authority or
agency therein or thereof having power to tax (hereafter "Canadian taxes"), unless the Bank is required to withhold or deduct Canadian taxes by law or by
the interpretation or administration thereof. If the Bank is so required to withhold or deduct any amount for or on account of Canadian taxes from any
payment made under or with respect to the Notes, we will pay to each holder of such Notes as additional interest such additional amounts ("additional
amounts") as may be necessary so that the net amount received by each such holder after such withholding or deduction (and after deducting any Canadian
taxes on such additional amounts) will not be less than the amount such holder would have received if such Canadian taxes had not been withheld or
deducted, except as described below. However, no additional amounts will be payable with respect to a payment made to a holder (such holder, an
"excluded holder") in respect of the beneficial owner thereof:

·
with which the Bank does not deal at arm's length (for the purposes of the Income Tax Act (Canada)) at the time of the making of such

payment;

·
which is subject to such Canadian taxes by reason of the holder being a resident, domiciliary or national of, engaged in business or

maintaining a permanent establishment or other physical presence in or otherwise having some connection with Canada or any province or
territory thereof otherwise than by the mere holding of the Notes or the receipt of payments thereunder;

·
which is subject to such Canadian taxes by reason of the holder's failure to comply with any certification, identification, documentation or
other reporting requirements if compliance is required by law, regulation, administrative practice or an applicable treaty as a precondition to

exemption from, or a reduction in the rate of deduction or withholding of, such Canadian taxes (provided that the Bank advises the trustees
and the holders of the Notes then outstanding of any change in such requirements);

·
with respect to any estate, inheritance, gift, sale, transfer, personal property or similar tax or other governmental charge; or

·
which is a fiduciary or partnership or person other than the sole beneficial owner of such payment to the extent that the Canadian taxes would

not have been imposed on such payment had such holder been the sole beneficial owner of such Notes.
The Bank will also:

·
make such withholding or deduction; and

·
remit the full amount deducted or withheld to the relevant authority in accordance with applicable law.

S-10
https://www.sec.gov/Archives/edgar/data/9631/000119312520162076/d912039d424b2.htm[6/5/2020 4:09:38 PM]

424B2
Table of Contents
The Bank will furnish to the holders of the Notes, within 60 days after the date the payment of any Canadian taxes is due pursuant to applicable law,
certified copies of tax receipts or other documents evidencing such payment by such person.
The Bank will indemnify and hold harmless each holder of Notes (other than an excluded holder) from and against, and upon written request
reimburse each such holder for the amount (excluding any additional amounts that have previously been paid by the Bank with respect thereto) of:

·
any Canadian taxes so levied or imposed and paid by such holder as a result of payments made by or on behalf of the Bank under or with

respect to the Notes;

·
any liability (including penalties, interest and expenses) arising therefrom or with respect thereto; and

·
any Canadian taxes imposed with respect to any reimbursement under the preceding two bullet points, but excluding any such Canadian taxes

on such holder's net income.
In any event, no additional amounts or indemnity amounts will be payable under the provisions described above in respect of any Note in excess of
the additional amounts and the indemnity amounts which would be required if, at all relevant times, the holder of such Note were a resident of the United
States for purposes of and was entitled to the benefits of the Canada-U.S. Income Tax Convention (1980), as amended, including any protocols thereto. As
a result of the limitation on the payment of additional amounts and indemnity amounts discussed in the preceding sentence, the additional amounts or
indemnity amounts received by certain holders of Notes may be less than the amount of Canadian taxes withheld or deducted or the amount of Canadian
taxes (and related amounts) levied or imposed giving rise to the obligation to pay the indemnity amounts, as the case may be, and, accordingly, the net
amount received by such holders of the Notes will be less than the amount such holders would have received had there been no such withholding or
deduction in respect of Canadian taxes or had such Canadian taxes (and related amounts) not been levied or imposed.
Wherever in the senior debt securities indenture governing the terms of the Notes there is mentioned, in any context, the payment of principal,
interest, if any, or any other amount payable under or with respect to a Note, such mention shall be deemed to include mention of the payment of additional
amounts to the extent that, in such context, additional amounts are, were or would be payable in respect thereof.
In the event of the occurrence of any transaction or event resulting in a successor to the Bank, all references to Canada in the preceding paragraphs of
this subsection shall be deemed to be references to the jurisdiction of organization of the successor entity.
Payments of principal and interest in respect of the Notes are subject in all cases to any withholding or deduction required pursuant to an agreement
described in Section 1471(b) of the U.S. Internal Revenue Code of 1986 (the "Code") or otherwise imposed pursuant to Sections 1471 through 1474 of the
Code, any regulations or agreements thereunder, official interpretations thereof, or any law implementing an intergovernmental approach thereto.
Tax Redemption
The Bank (or its successor) may redeem the Notes, in whole but not in part, at a redemption price equal to the principal amount thereof together with
accrued and unpaid interest to the date fixed for redemption, upon the giving of a notice as described below, if:

·
as a result of any change (including any announced prospective change) in or amendment to the laws (or any regulations or rulings
promulgated thereunder) of Canada (or the jurisdiction of organization of the successor to the Bank) or of any political subdivision or taxing
authority thereof or therein affecting taxation, or any change in official position regarding the application or interpretation of such laws,

regulations or rulings (including a holding by a court of competent jurisdiction), which change or amendment is announced or becomes
effective on or after the date of this Prospectus Supplement (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

S-11
Table of Contents
(assuming, in the case of any announced prospective change, that such announced change will become effective as of the date specified in

such announcement and in the form announced) in the Bank (or its successor) becoming obligated to pay, on the next succeeding date on
which interest is due, additional amounts with respect to the Notes as described under " -- Payment of Additional Amounts;" or

·
on or after the date of this Prospectus Supplement (or, in the case of a successor to the Bank, after the date of succession), any action has been
taken by any taxing authority of, or any decision has been rendered by a court of competent jurisdiction in, Canada (or the jurisdiction of
organization of the successor to the Bank) or any political subdivision or taxing authority thereof or therein, including any of those actions
specified in the paragraph immediately above, whether or not such action was taken or decision was rendered with respect to the Bank (or its

successor), or any change, amendment, application or interpretation shall be officially proposed, which, in any such case, in the written
opinion to the Bank (or its successor) of legal counsel of recognized standing, will result (assuming that such change, amendment,
application, interpretation or action is applied to the Notes by the taxing authority and that, in the case of any announced prospective change,
such announced change will become effective as of the date specified in such announcement and in the form announced) in the Bank (or its
successor) becoming obligated to pay, on the next succeeding date on which interest is due, additional amounts with respect to the Notes;
https://www.sec.gov/Archives/edgar/data/9631/000119312520162076/d912039d424b2.htm[6/5/2020 4:09:38 PM]

424B2
and, in any such case, the Bank (or its successor), in its business judgment, determines that such obligation cannot be avoided by the use of reasonable
measures available to it (or its successor).
In the event the Bank elects to redeem the Notes pursuant to the provisions set forth in the preceding paragraph, it shall deliver to the trustees a
certificate, signed by an authorized officer, stating (i) that the Bank is entitled to redeem such Notes pursuant to their terms and (ii) the principal amount of
the Notes to be redeemed.
Notice of intention to redeem such Notes will be given to holders of the Notes not more than 45 nor less than 30 days prior to the date fixed for
redemption and such notice will specify, among other things, the date fixed for redemption and the redemption price.
Agreement with Respect to the Exercise of Canadian Bail-in Powers
By its acquisition of an interest in the Notes, each holder or beneficial owner of the Notes is deemed to (i) agree to be bound, in respect of the Notes,
by the 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 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 clauses (i) and (ii) above, are binding on that holder or beneficial owner despite
any provisions in the senior debt securities 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 Notes to the extent those Notes are converted in a bail-in
conversion, other than those provided under the bail-in regime, and by its acquisition of an interest in the Notes, each holder or beneficial owner of a Note
is deemed to irrevocably consent to the converted portion of the principal amount of such 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 trustees; 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.

S-12
Table of Contents
See "Description of the Debt Securities We May Offer -- Special Provisions Related to Bail-inable Debt Securities" and "Risk Factors -- General
Risks Relating to the Bank's Debt Securities" in the accompanying Prospectus for a description of provisions applicable to the Notes as a result of
Canadian bail-in powers.
Further Issues
We may from time to time, without notice to or the consent of the registered holders of the Notes, create and issue further notes ranking pari passu
with the Notes in all respects (or in all respects except for the payment of interest accruing prior to the issue date of such further Notes or except for the first
payment of interest following the issue date of such further notes) and so that such further Notes may be consolidated and form a single series with the
Notes and have the same terms as to status or otherwise as the Notes.

S-13
Table of Contents
CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS
Prospective investors should refer to the section "United States Taxation" in the accompanying Prospectus for a discussion of the material U.S.
federal income tax consequences to a U.S. holder (as defined therein).
The first two paragraphs of the section "United States Taxation" in the accompanying Prospectus shall be deleted and replaced with the following:
This section describes the material U.S. federal income tax consequences to a U.S. holder (as defined below) of owning the securities we are
offering. It is the opinion of Shearman & Sterling LLP, counsel to the Bank. It applies to you only if you acquire your securities at their original issuance,
and you hold your securities as capital assets for U.S. federal income tax purposes. This section does not apply to you if you are a member of a class of
holders subject to special rules, such as:

·
a dealer in securities or currencies,

·
a trader in securities that elects to use a marktomarket method of accounting for your securities holdings,

https://www.sec.gov/Archives/edgar/data/9631/000119312520162076/d912039d424b2.htm[6/5/2020 4:09:38 PM]

Document Outline

#1">
- #1">