Obligation ScotiaBank 0% ( US0641601200 ) en USD

ScotiaBank

100 % ⇌

Canada

US0641601200 ( en USD )

29/07/2022 - Obligation échue

Prospectus brochure de l'obligation Bank of Nova Scotia US0641601200 en USD 0%, échue

1 000 USD

37 330 000 USD

064160120

N/A

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 US0641601200 émise par la Bank of Nova Scotia (Canada), d'une valeur nominale totale de 37 330 000 USD, avec un prix actuel au marché de 100%, un taux d'intérêt de 0%, une taille minimale d'achat de 1 000 USD, une maturité le 29/07/2022, une fréquence de paiement de 2, et une notation Moody's de NR, est arrivée à échéance et a été remboursée.

424B2 1 a17-16065_10424b2.htm 424B2

Filed Pursuant
to
Rule 424(b)(2)

Registration
Statement
No. 333-215597

(To Prospectus
dated
February 1,
2017,

Prospectus
Supplement
dated
February 13,
2017 and

Product
Prospectus
Supplement
EQUITY
INDICES

LIRN-1 dated
February 23,
2017)

3,733,036 Units
Pricing Date
July 27,
$10 principal amount per unit
Settlement Date
2017
CUSIP No. 064160120
Maturity Date
August 3,
2017
July 29,
2022

Leveraged Index Return Notes® Linked

to
the EURO STOXX 50® Index

Maturity of approximately five years

268.00% leveraged upside exposure to increases in the Index

1-to-1 downside exposure to decreases in the Index, with up to 100.00% of your principal at risk

All payments occur at maturity and are subject to the credit risk of The Bank of Nova Scotia

No periodic interest payments

In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.075 per unit. See
"Structuring the Notes"

Limited secondary market liquidity, with no exchange listing

The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not
insured or guaranteed by the Canada Deposit Insurance Corporation (the "CDIC"), the U.S. Federal Deposit Insurance
Corporation (the "FDIC"), or any other governmental agency of Canada, the United States or any other jurisdiction

The notes are being issued by The Bank of Nova Scotia ("BNS"). There are important differences between the notes
and a conventional debt security, including different investment risks and certain additional costs. See "Risk
Factors" beginning on page TS-6 of this term sheet and beginning on page PS-6 of product prospectus supplement
EQUITY INDICES LIRN-1.
The initial estimated value of the notes as of the pricing date is $9.39 per unit, which is less than the public
offering price listed below. See "Summary" on the following page, "Risk Factors" beginning on page TS-6 of this term sheet and
"Structuring the Notes" on page TS-10 of this term sheet for additional information. The actual value of your notes at any time will reflect many
factors and cannot be predicted with accuracy.

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None of the U.S. Securities and Exchange Commission (the "SEC"), any state securities commission, or any other regulatory body has approved
or disapproved of these securities or determined if this Note Prospectus (as defined below) is truthful or complete. Any representation to the
contrary is a criminal offense.

Per Unit

Total

Public offering price
$ 10.00

$ 37,330,360.00

Underwriting discount
$ 0.25

$
933,259.00

Proceeds, before expenses, to BNS
$ 9.75

$ 36,397,101.00

The notes:

Are Not FDIC Insured
Are Not Bank Guaranteed
May Lose Value

Merrill Lynch & Co.

July 27, 2017

Leveraged Index Return Notes®
Linked to the EURO STOXX 50® Index, due July 29, 2022

Summary
The Leveraged Index Return Notes® Linked to the EURO STOXX 50® Index, due July 29, 2022 (the "notes") are our senior unsecured debt
securities. The notes are not guaranteed or insured by the CDIC or the FDIC, and are not, either directly or indirectly, an obligation of any third
party. The notes will rank equally with all of our other unsecured senior debt. Any payments due on the notes,
including any repayment of principal, will be subject to the credit risk of BNS. The notes provide you a leveraged return if the
Ending Value of the Market Measure, which is the EURO STOXX 50® Index (the "Index"), is greater than the Starting Value. If the Ending Value
is less than the Starting Value, you will lose all or a portion of the principal amount of your notes. Payments on the notes, including the amount
you receive at maturity, will be calculated based on the $10 principal amount per unit and will depend on the performance of the Index, subject
to our credit risk. See "Terms of the Notes" below.

The economic terms of the notes (including the Participation Rate) are based on our internal funding rate, which is the rate we would pay to
borrow funds through the issuance of market-linked notes, and the economic terms of certain related hedging arrangements. Our internal
funding rate is typically lower than the rate we would pay when we issue conventional fixed rate debt securities. This difference in funding rate,
as well as the underwriting discount and the hedging related charge described below, reduced the economic terms of the notes to you and the
initial estimated value of the notes on the pricing date. Due to these factors, the public offering price you pay to purchase the notes is greater
than the initial estimated value of the notes.

On the cover page of this term sheet, we have provided the initial estimated value for the notes. This estimated value was determined by
reference to our internal pricing models, which take into consideration certain factors, such as our internal funding rate on the pricing date and
our assumptions about market parameters. For more information about the initial estimated value and the structuring of the notes, see
"Structuring the Notes" on page TS-10.
Terms of the Notes
Redemption Amount Determination

Issuer:
The Bank of Nova Scotia ("BNS")
On the maturity date, you will receive a cash payment per unit determined
as follows:

Principal
$10.00 per unit
Amount:
Term:
Approximately five years
Market
The EURO STOXX 50® Index (Bloomberg
Measure:
symbol: "SX5E"), a price return index
Starting Value: 3,493.14
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Ending Value:
The average of the closing levels of the
Market Measure on each scheduled
calculation day occurring during the Maturity
Valuation Period. The calculation days are
subject to postponement in the event of
Market Disruption Events, as described
beginning on page PS-19 of product
prospectus supplement EQUITY INDICES
LIRN-1.
Threshold
3,493.14 (100.00% of the Starting Value)
Value:
Participation
268.00%
Rate:
Maturity
July 20, 2022, July 21, 2022, July 22, 2022,
Valuation
July 25, 2022 and July 26, 2022
Period:
Fees and
The underwriting discount of $0.25 per unit
Charges:
listed on the cover page and the hedging
related charge of $0.075 per unit described
in "Structuring the Notes" on page TS-10.
Calculation
Merrill Lynch, Pierce, Fenner & Smith
Agent:
Incorporated ("MLPF&S").

Leveraged Index Return Notes®
TS-2

Leveraged Index Return Notes®
Linked to the EURO STOXX 50® Index, due July 29, 2022

The terms and risks of the notes are contained in this term sheet and in the following:

Product prospectus supplement EQUITY INDICES LIRN-1 dated February 23, 2017:

https://www.sec.gov/Archives/edgar/data/9631/000110465917011151/a17-4372_3424b5.htm

Prospectus supplement dated February 13, 2017:

https://www.sec.gov/Archives/edgar/data/9631/000110465917008642/a17-4372_1424b3.htm

Prospectus dated February 1, 2017:

https://www.sec.gov/Archives/edgar/data/9631/000119312517027656/d338678d424b3.htm
These documents (together, the "Note Prospectus") have been filed as part of a registration statement with the SEC, which may, without cost,
be accessed on the SEC website as indicated above or obtained from MLPF&S by calling 1-800-294-1322. Before you invest, you should read
the Note Prospectus, including this term sheet, for information about us and this offering. Any prior or contemporaneous oral statements and
any other written materials you may have received are superseded by the Note Prospectus. Capitalized terms used but not defined in this term
sheet have the meanings set forth in product prospectus supplement EQUITY INDICES LIRN-1. Unless otherwise indicated or unless the
context requires otherwise, all references in this document to "we," "us," "our," or similar references are to BNS.
Investor Considerations

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You may wish to consider an investment in the notes if:
The notes may not be an appropriate investment for you
if:

You anticipate that the Index will increase from the Starting Value

You believe that the Index will decrease from the Starting Value to

to the Ending Value.
the Ending Value or that it will not increase sufficiently over the

You are willing to risk a substantial loss of principal if the Index
term of the notes to provide you with your desired return.

decreases from the Starting Value to the Ending Value.

You seek principal repayment or preservation of capital.

You are willing to forgo the interest payments that are paid on

You seek interest payments or other current income on your

conventional interest bearing debt securities.
investment.

You are willing to forgo dividends or other benefits of owning the

You want to receive dividends or other distributions paid on the

stocks included in the Index.
stocks included in the Index.

You are willing to accept a limited or no market for sales prior to

You seek an investment for which there will be a liquid secondary

maturity, and understand that the market prices for the notes, if
market.
any, will be affected by various factors, including our actual and

You are unwilling or are unable to take market risk on the notes or

perceived creditworthiness, our internal funding rate and fees and
to take our credit risk as issuer of the notes.
charges on the notes.

You are willing to assume our credit risk, as issuer of the notes,

for all payments under the notes, including the Redemption
Amount.

We urge you to consult your investment, legal, tax, accounting, and other advisors before you invest in the notes.

Leveraged Index Return Notes®
TS-3

Leveraged Index Return Notes®
Linked to the EURO STOXX 50® Index, due July 29, 2022

Hypothetical Payout Profile and Examples of Payments at
Maturity

Leveraged Index Return Notes®
This graph reflects the returns on the notes, based on the
Participation Rate of 268.00% and the Threshold Value of 100.00%
of the Starting Value. The green line reflects the returns on the
notes, while the dotted gray line reflects the returns of a direct
investment in the stocks included in the Index, excluding dividends.

This graph has been prepared for purposes of illustration only.
The following table and examples are for purposes of illustration only. They are based on hypothetical values and show hypothetical returns on
the notes. They illustrate the calculation of the Redemption Amount and total rate of return based on a hypothetical Starting Value of 100.00, a
hypothetical Threshold Value of 100.00, the Participation Rate of 268.00% and a range of hypothetical Ending Values. The actual amount
you receive and the resulting total rate of return will depend on the actual Starting Value, Threshold Value, Ending
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Value, and whether you hold the notes to maturity. The following examples do not take into account any tax consequences from
investing in the notes.
For recent actual levels of the Market Measure, see "The Index" section below. The Index is a price return index and as such the Ending Value
will not include any income generated by dividends paid on the stocks included in the Index, which you would otherwise be entitled to receive if
you invested in those stocks directly. In addition, all payments on the notes are subject to issuer credit risk.

Percentage Change from the
Starting Value to the Ending
Redemption Amount
Total Rate of Return on the
Ending Value
Value
per Unit
Notes

0.00
-100.00%
$0.00
-100.00%

50.00
-50.00%
$5.00
-50.00%

80.00
-20.00%
$8.00
-20.00%

90.00
-10.00%
$9.00
-10.00%

94.00
-6.00%
$9.40
-6.00%

97.00
-3.00%
$9.70
-3.00%

100.00(1)(2)
0.00%
$10.00
0.00%

105.00
5.00%
$11.34
13.40%

110.00
10.00%
$12.68
26.80%

120.00
20.00%
$15.36
53.60%

130.00
30.00%
$18.04
80.40%

140.00
40.00%
$20.72
107.20%

150.00
50.00%
$23.40
134.00%

160.00
60.00%
$26.08
160.80%

(1) The hypothetical Starting Value of 100.00 used in these examples has been chosen for illustrative purposes only. The actual

Starting Value is 3,493.14, which was the closing level of the Market Measure on the pricing date.

(2) This is the hypothetical Threshold Value.

Leveraged Index Return Notes®
TS-4

Leveraged Index Return Notes®
Linked to the EURO STOXX 50® Index, due July 29, 2022

Redemption Amount Calculation Examples
Example 1
The Ending Value is 90.00, or 90.00% of the Starting Value:
Starting Value:
100.00

Threshold Value: 100.00

Ending Value:
90.00

Redemption Amount per unit
Example 2
The Ending Value is 150.00, or 150.00% of the Starting Value:
Starting Value:
100.00

Ending Value:
150.00

= $23.40 Redemption Amount per unit

®
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Leveraged Index Return Notes
TS-5

Leveraged Index Return Notes®
Linked to the EURO STOXX 50® Index, due July 29, 2022

Risk Factors

There are important differences between the notes and a conventional debt security. An investment in the notes involves significant risks,
including those listed below. You should carefully review the more detailed explanation of risks relating to the notes in the "Risk Factors"
sections beginning on page PS-6 of product prospectus supplement EQUITY INDICES LIRN-1, page S-2 of the prospectus supplement, and
page 6 of the prospectus identified above. We also urge you to consult your investment, legal, tax, accounting, and other advisors before you
invest in the notes.

Depending on the performance of the Index as measured shortly before the maturity date, your investment may result in a loss; there is

no guaranteed return of principal.

Your return on the notes may be less than the yield you could earn by owning a conventional fixed or floating rate debt security of

comparable maturity.

Payments on the notes are subject to our credit risk, and actual or perceived changes in our creditworthiness are expected to affect the

value of the notes. If we become insolvent or are unable to pay our obligations, you may lose your entire investment.

Our initial estimated value of the notes is lower than the public offering price of the notes. Our initial estimated value of the notes is only

an estimate. The public offering price of the notes exceeds our initial estimated value because it includes costs associated with selling
and structuring the notes, as well as hedging our obligations under the notes with a third party, which may include MLPF&S or one of its
affiliates. These costs include the underwriting discount and an expected hedging related charge, as further described in "Structuring
the Notes" on page TS-10.

Our initial estimated value of the notes does not represent future values of the notes and may differ from others' estimates. Our initial

estimated value of the notes is determined by reference to our internal pricing models when the terms of the notes are set. These
pricing models consider certain factors, such as our internal funding rate on the pricing date, the expected term of the notes, market
conditions and other relevant factors existing at that time, and our assumptions about market parameters, which can include volatility,
dividend rates, interest rates and other factors. Different pricing models and assumptions could provide valuations for the notes that
are different from our initial estimated value. In addition, market conditions and other relevant factors in the future may change, and any
of our assumptions may prove to be incorrect. On future dates, the market value of the notes could change significantly based on,
among other things, the performance of the Index, changes in market conditions, our creditworthiness, interest rate movements and
other relevant factors. These factors, together with various credit, market and economic factors over the term of the notes, are
expected to reduce the price at which you may be able to sell the notes in any secondary market and will affect the value of the notes
in complex and unpredictable ways. Our initial estimated value does not represent a minimum price at which we or any agents would
be willing to buy your notes in any secondary market (if any exists) at any time.

Our initial estimated value is not determined by reference to credit spreads or the borrowing rate we would pay for our conventional

fixed-rate debt securities. The internal funding rate used in the determination of our initial estimated value of the notes generally
represents a discount from the credit spreads for our conventional fixed-rate debt securities and the borrowing rate we would pay for
our conventional fixed-rate debt securities. If we were to use the interest rate implied by the credit spreads for our conventional fixed-
rate debt securities, or the borrowing rate we would pay for our conventional fixed-rate debt securities, we would expect the economic
terms of the notes to be more favorable to you. Consequently, our use of an internal funding rate for the notes would have an adverse
effect on the economic terms of the notes, the initial estimated value of the notes on the pricing date, and the price at which you may be
able to sell the notes in any secondary market.

A trading market is not expected to develop for the notes. Neither we nor MLPF&S is obligated to make a market for, or to repurchase,

the notes. There is no assurance that any party will be willing to purchase your notes at any price in any secondary market.

Your return on the notes may be affected by factors affecting the international securities markets, specifically changes within the

Eurozone. The Eurozone is and has been undergoing severe financial stress, and the political, legal and regulatory ramifications are
impossible to predict. Changes within the Eurozone could adversely affect the performance of the Index and, consequently, the value of
the notes. In addition, you will not obtain the benefit of any increase in the value of the euro against the U.S. dollar, which you would
have received if you had owned the securities in the Index during the term of your notes, although the level of the Index may be
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adversely affected by general exchange rate movements in the market.

Our business, hedging and trading activities, and those of MLPF&S and our respective affiliates (including trades in shares of

companies included in the Index), and any hedging and trading activities we, MLPF&S or our respective affiliates engage in for our
clients' accounts, may affect the market value and return of the notes and may create conflicts of interest with you.

The Index sponsor may adjust the Index in a way that may adversely affect its level and your interests, and the Index sponsor has no

obligation to consider your interests.

You will have no rights of a holder of the securities included in the Index, and you will not be entitled to receive securities or dividends

or other distributions by the issuers of those securities.

Leveraged Index Return Notes®
TS-6

Leveraged Index Return Notes®
Linked to the EURO STOXX 50® Index, due July 29, 2022

While we, MLPF&S or our respective affiliates may from time to time own securities of companies included in the Index, we, MLPF&S

and our respective affiliates do not control any company included in the Index, and have not verified any disclosure made by any other
company.

There may be potential conflicts of interest involving the calculation agent, which is MLPF&S. We have the right to appoint and remove

the calculation agent.

The U.S. federal income tax consequences of the notes are uncertain, and may be adverse to a holder of the notes. See "Summary of

U.S. Federal Income Tax Consequences" below.

The conclusion that no portion of the interest paid or credited or deemed to be paid or credited on a note will be "Participating Debt

Interest" subject to Canadian withholding tax is based in part on the current published administrative position of the CRA. There cannot
be any assurance that CRA's current published administrative practice will not be subject to change, including potential expansion in
the current administrative interpretation of Participating Debt Interest subject to Canadian withholding tax. If, at any time, the interest
paid or credited or deemed to be paid or credited on a note is subject to Canadian withholding tax, you will receive an amount that is
less than the Redemption Amount. You should consult your own adviser as to the potential for such withholding and the potential for
reduction or refund of part or all of such withholding, including under any bilateral Canadian tax treaty the benefits of which you may be
entitled. For a discussion of the Canadian federal income tax consequences of investing in the notes, see "Summary of Canadian
Federal Income Tax Consequences" below, "Canadian Taxation--Debt Securities" on page 50 of the prospectus dated February 1,
2017, and "Supplemental Discussion of Canadian Federal Income Tax Consequences" on page PS-27 of product prospectus
supplement EQUITY INDICES LIRN-1.
Other Terms of the Notes

The provisions of this section supersede and replace the definition of "Market Measure Business Day" set forth in product supplement EQUITY
INDICES LIRN-1.
Market Measure Business Day

A "Market Measure Business Day" means a day on which:

(A) the Eurex (or any successor) is open for trading; and

(B) the Index or any successor thereto is calculated and published.

Leveraged Index Return Notes®
TS-7

Leveraged Index Return Notes®
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Linked to the EURO STOXX 50® Index, due July 29, 2022

The Index

All disclosures contained in this term sheet regarding the Index, including, without limitation, its make-up, method of calculation, and changes in
its components, have been derived from publicly available sources. The information reflects the policies of, and is subject to change by, STOXX
Limited ("STOXX" or the "Index sponsor"). The Index sponsor, which owns the copyright and all other rights to the Index, has no obligation to
continue to publish, and may discontinue publication of, the Index. The consequences of the Index sponsor discontinuing publication of the Index
are discussed in the section entitled "Description of LIRNs--Discontinuance of an Index" beginning on page PS-20 of product prospectus
supplement EQUITY INDICES LIRN-1. None of us, the calculation agent, or MLPF&S accepts any responsibility for the calculation, maintenance
or publication of the Index or any successor index.
General

The Index is a capitalization-weighted index of 50 European blue-chip stocks. Publication of the Index began on February 26, 1998, based on
an initial Index value of 1,000 at December 31, 1991. The level of the Index is disseminated on, and additional information about the Index is
published on, the STOXX website. Information contained in the STOXX website is not incorporated by reference in, and should not be
considered a part of, this term sheet.

As of June 30, 2017, the top ten industry sectors which comprise the Index represent the following weights in the Index: Banks
(15.9%), Industrial Goods & Services (10.3%), Personal & Household Goods (9.1%), Chemicals (9.0%), Health Care (7.7%), Technology
(7.1%), Insurance (6.7%), Oil & Gas (6.1%), Utilities (5.1%), and Telecommunications (5.1%). As of June 30, 2017, the eight countries which
comprise the Index represent the following weights therein: France (36.0%), Germany (33.1%), Spain (10.8%), Netherlands (9.8%), Italy (4.7%),
Belgium (3.1%), Finland (1.3%) and Ireland (1.1%).
Index Composition and Maintenance

For each of the 19 EURO STOXX regional supersector indices, the stocks are ranked in terms of free-float market capitalization. The largest
stocks are added to the selection list until the coverage is close to, but still less than, 60% of the free-float market capitalization of the
corresponding supersector index. If the next highest-ranked stock brings the coverage closer to 60% in absolute terms, then it is also added to
the selection list. All current stocks in the Index are then added to the selection list. All of the stocks on the selection list are then ranked in terms
of free-float market capitalization to produce the final index selection list. The largest 40 stocks on the selection list are selected; the remaining
10 stocks are selected from the largest remaining current stocks ranked between 41 and 60; if the number of stocks selected is still below 50,
then the largest remaining stocks are selected until there are 50 stocks. In exceptional cases, STOXX's management board can add stocks to
and remove them from the selection list.

The Index components are subject to a capped maximum index weight of 10%, which is applied on a quarterly basis.

The composition of the Index is reviewed annually, based on the closing stock data on the last trading day in August. Changes in the
composition of the Index are made to ensure that the Index includes the 50 market sector leaders from within the Index.

The Index is subject to a "fast exit rule." The Index components are monitored for any changes based on the monthly selection list ranking. A
stock is deleted from the Index if: (a) it ranks 75 or below on the monthly selection list and (b) it ranked 75 or below on the selection list of the
previous month. The highest-ranked stock that is not an Index component will replace it. Changes will be implemented on the close of the fifth
trading day of the month, and are effective the next trading day.

The Index is also subject to a "fast entry rule." All stocks on the latest selection lists and initial public offering (IPO) stocks are reviewed for a
fast-track addition on a quarterly basis. A stock is added, if (a) it qualifies for the latest STOXX blue-chip selection list generated end of
February, May, August or November and (b) it ranks within the "lower buffer" (ranks 1-25) on this selection list.

The Index is also reviewed on an ongoing basis. Corporate actions (including initial public offerings, mergers and takeovers, spin-offs, delistings,
and bankruptcy) that affect the Index composition are immediately reviewed. Any changes are announced, implemented, and effective in line
with the type of corporate action and the magnitude of the effect.

Index Calculation

The Index is calculated with the "Laspeyres formula," which measures the aggregate price changes in the component stocks against a fixed
base quantity weight. The formula for calculating the Index value can be expressed as follows:

Index = free float market capitalization of the Index at the time
divisor of the Index at the time

The "free float market capitalization of the Index" is equal to the sum of the products of the closing price, number of shares, free float factor, and
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weighting cap factor for the component company as of the time that the Index is being calculated.

The Index is calculated using a divisor that helps to maintain the continuity of the Index's value so that corporate actions do not artificially
increase or decrease the level of the Index. The divisor of the Index is adjusted to maintain the continuity of the Index's values across changes
due to corporate actions, such as cash dividends, rights offerings, stock dividends from treasury shares, repurchases of shares and self-tender,
and spin-offs.

Leveraged Index Return Notes®
TS-8

Leveraged Index Return Notes®
Linked to the EURO STOXX 50® Index, due July 29, 2022

The following graph shows the daily historical performance of the Index in the period from January 1, 2008 through July 27, 2017. We
obtained this historical data from Bloomberg L.P. We have not independently verified the accuracy or completeness of the information
obtained from Bloomberg L.P. On the pricing date, the closing level of the Index was 3,493.14.

Historical Performance of the Index

This historical data on the Index is not necessarily indicative of the future performance of the Index or what the value of the notes may
be. Any historical upward or downward trend in the level of the Index during any period set forth above is not an indication that the
level of the Index is more or less likely to increase or decrease at any time over the term of the notes.

Before investing in the notes, you should consult publicly available sources for the levels of the Index.
License Agreement

BNS has entered into a non-exclusive license agreement with STOXX, which grants BNS a license in exchange for a fee to use the Index in
connection with the issuance of certain securities, including the notes.

STOXX has no relationship to BNS, other than the licensing of the Index and its service marks for use in connection with the notes.

STOXX does not:

·
sponsor, endorse, sell or promote the notes;

·
recommend that any person invest in the notes or any other financial products;

·
have any responsibility or liability for or make any decisions about the timing, amount or pricing of the notes;

·
have any responsibility or liability for the administration, management or marketing of the notes; and

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·
consider the needs of the notes or the owners of the notes in determining, composing or calculating the Index or have any

obligation to do so.

STOXX will not have any liability in connection with the notes. Specifically, STOXX does not make any warranty, express or implied, and STOXX
disclaims any warranty about:

·
the results to be obtained by the notes, the owner of the notes or any other person in connection with the use of the Index and the

data included in the Index;

·
the accuracy or completeness of the Index or its data;

·
the merchantability and the fitness for a particular purpose or use of the Index or its data;

·
any errors, omissions or interruptions in the Index or its data; and

·
any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX knows that they might occur.

The licensing relating to the use of the Index and trademark referred to above by BNS will be solely for the benefit of BNS, and not for any other
third parties.

Leveraged Index Return Notes®
TS-9

Leveraged Index Return Notes®
Linked to the EURO STOXX 50® Index, due July 29, 2022

Supplement to the Plan of Distribution

Under our distribution agreement with MLPF&S, MLPF&S will 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.

We will deliver the notes against payment therefor in New York, New York on a date that is greater than three business days following the
pricing date. Under Rule 15c6-1 of the Securities Exchange Act of 1934, trades in the secondary market generally are required to settle in three
business days, unless the parties to any such trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes more than
three business days prior to the original issue date will be required to specify alternative settlement arrangements to prevent a failed settlement.

The notes will not be listed on any securities exchange. In the original offering of the notes, the notes will be sold in minimum investment
amounts of 100 units. If you place an order to purchase the notes, you are consenting to MLPF&S acting as a principal in effecting the
transaction for your account.

MLPF&S may repurchase and resell the notes, with repurchases and resales being made at prices related to then-prevailing market prices or at
negotiated prices, and these prices will include MLPF&S's trading commissions and mark-ups. MLPF&S may act as principal or agent in these
market-making transactions; however, it is not obligated to engage in any such transactions. At MLPF&S's discretion, for a short, undetermined
initial period after the issuance of the notes, MLPF&S may offer to buy the notes in the secondary market at a price that may exceed the initial
estimated value of the notes. Any price offered by MLPF&S for the notes will be based on then-prevailing market conditions and other
considerations, including the performance of the Index and the remaining term of the notes. However, none of us, MLPF&S, or any of our
respective affiliates is obligated to purchase your notes at any price or at any time, and we cannot assure you that we, MLPF&S or any of our
respective affiliates will purchase your notes at a price that equals or exceeds the initial estimated value of the notes.

The value of the notes shown on your account statement produced by MLPF&S will be based on MLPF&S's estimate of the value of the notes if
MLPF&S or another of its affiliates were to make a market in the notes, which it is not obligated to do. That estimate will be based upon the price
that MLPF&S may pay for the notes in light of then-prevailing market conditions, and other considerations, as mentioned above, and will include
transaction costs. At certain times, this price may be higher than or lower than the initial estimated value of the notes.

The distribution of the Note Prospectus 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
should not, and will not be authorized to, rely on the Note Prospectus for information regarding BNS or for any purpose other than that
described in the immediately preceding sentence.

https://www.sec.gov/Archives/edgar/data/9631/000110465917048008/a17-16065_10424b2.htm[7/31/2017 5:13:09 PM]

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