BNS S&P/TSX Insurance Callable Contingent $6.20 Notes, Series 5 Principal at Risk Notes Due April 19, 2023 March 15, 2017 A Bank of Nova Scotia short form base shelf prospectus dated October 31, 2016, a prospectus supplement thereto dated November 4, 2016 and pricing supplement No. 429 thereto dated March 15, 2017 (together, the Prospectus ) have been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the Prospectus, and any amendments or supplements thereto that have been filed is required to be delivered with this document. The Prospectus, and any amendments or supplements thereto, contains important information relating to the securities described in this document. This document does not provide full disclosure of all material facts relating to the securities offered and investors should read the Prospectus, and any amendments or supplements thereto, for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. A copy of the short form base shelf prospectus, the prospectus supplement and the pricing supplement can also be obtained at www.sedar.com. Unless the context otherwise requires, terms not otherwise defined herein will have the meaning ascribed thereto in the Prospectus. INVESTMENT HIGHLIGHTS Issuer: The Bank of Nova Scotia Index*: Whether there is a return on the Notes through the and whether the is returned at maturity is based on the price performance of the S&P/TSX Composite Life & Health Insurance Sub Industry Index (the Index ). The Index contains the life and health insurance constituents of its parent index, the S&P/TSX Composite Index. The constituents of this index are not capped. s on the Notes will be based on the price performance of the Index. s: Investors of record on the applicable Record Date may be entitled to receive from the Bank a, determined as follows: (i) If the Closing on the relevant Valuation Date is greater than the Barrier Level, the will be $3.10 per Note; and (ii) If the Closing on the relevant Valuation Date is less than or equal to the Barrier Level, no will be made. The aggregate s over the term of the Notes will not exceed $37.20. If the Notes are called, holders will receive both the and the for the applicable Valuation Date. Autocall: The Notes will be automatically called (i.e., redeemed) by the Bank if the Closing on any Autocall Valuation Date is greater than or equal to the Autocall Level. The Notes cannot be automatically called prior to October 19, 2018. If the Closing on each Autocall Valuation Date is not greater than or equal to the Autocall Level, the Notes will not be automatically called by the Bank. Valuation Dates: October 15, 2018, April 15, 2019, October 15, 2019, April 14, 2020, October 13, 2020, April 13, 2021, October 13, 2021, April 12, 2022, October 13, 2022 (each an "Autocall Valuation Date"), and April 13, 2023 (the "Final Valuation Date"). Barrier Protection: The Notes provide contingent downside protection at maturity if the Final on the Final Valuation Date is above the Barrier Level (which is 70.00% of the Initial. If the Final on the Final Valuation Date is below or equal to the Barrier Level, an investor in the Notes will be fully exposed to any negative price performance of the Index, meaning that substantially all such investor s investment may be lost (subject to a minimum principal repayment of $1.00 per Note). The price performance of the Index does not take into account dividends, distributions or other income or amounts paid by the issuers of the constituent securities that comprise the Index. The annual dividend yield of the Index as at February 28, 2017 was 3.47%, representing an aggregate dividend yield of approximately 22.71% compounded annually over the term of the Notes (assuming the dividend yield remains constant). FundSERV Available Until Issue Date Maturity Date Min. Investment (if not called) SSP1232 April 12, 2017 April 19, 2017 April 19, 2023 CAD $5,000 CONTACT INFORMATION www.investorsolutions.gbm.scotiabank.com Western Canada Ontario & Eastern Canada Quebec National Todd Thal: 604-606-3830 Chris Janson: 416-866-5442 Todd Chalmers: 416-945-4803 Evelyn Kamiliotis: 416-945-4408 Stephanie Kirin: 416-862-3928 Toll Free: 1-866-416-7891 The information above must be read in conjunction with the Prospectus.
KEY TERMS Issuer: : Issue Date: CUSIP: FundSERV Code: Maturity Date: Autocall: Minimum Investment: Index: The Bank of Nova Scotia (the Bank ) $100.00 per Note. The Notes will be issued on or about April 19, 2017, or such other date as may be agreed between the Bank and Scotia Capital Inc. and Laurentian Bank Securities Inc. 064151TH6 SSP1232 April 19, 2023 (approximately a 6 year term), subject to the Notes being automatically called by the Bank. The Notes will be automatically called (i.e., redeemed) by the Bank if the Closing on any Autocall Valuation Date is greater than or equal to the Autocall Level. The Notes cannot be automatically called prior to October 19, 2018. If the Closing Index Level on each Autocall Valuation Date is not greater than or equal to the Autocall Level, the Notes will not be automatically called by the Bank. $5,000 (50 Notes) Whether there is a return on the Notes through s and whether the is returned at maturity is based on the price performance of the S&P/TSX Composite Life & Health Insurance Sub Industry Index. The Index contains the life and health insurance constituents of its parent index, the S&P/TSX Composite Index. The constituents of this index are not capped. s on the Notes will be based on the price performance of the Index. Initial Valuation Date: April 19, 2017 Valuation Dates: October 15, 2018, April 15, 2019, October 15, 2019, April 14, 2020, October 13, 2020, April 13, 2021, October 13, 2021, April 12, 2022, October 13, 2022 (each an "Autocall Valuation Date"), and April 13, 2023 (the "Final Valuation Date"), provided, in each case, that if such day is not an Exchange Business Day then the Autocall Valuation Date or the Final Valuation Date, as the case may be, will be the immediately preceding Exchange Business Day, subject to the occurrence of any special circumstance. Maturity Redemption Amount: Investors of record on the applicable Record Date will be entitled to an amount payable on the Notes if they are automatically called by the Bank or at maturity (in each case the Maturity Redemption Amount ) as calculated by the Calculation Agent in accordance with the applicable formula below: If the Closing on an Autocall Valuation Date or the Final Valuation Date is greater than or equal to the Autocall Level, the Maturity Redemption Amount will equal: If the Final on the Final Valuation Date is greater than the Barrier Level, but less than the Autocall Level, the Maturity Redemption Amount will equal: If the Final on the Final Valuation Date is equal to or less than the Barrier Level, the Maturity Redemption Amount will equal: + ( x Index Return) Index Return: Closing : Initial : Final : Autocall Level: Barrier Level: Listing and Secondary Market: The Maturity Redemption Amount may be substantially less than the invested by an investor. The Maturity Redemption Amount will be subject to a minimum principal repayment of $1.00 per Note. (Final Initial / Initial The official closing level or value of the Index on a given day as calculated and announced by the Index Sponsor on an Exchange Business Day. The Closing on the Initial Valuation Date, provided that if the Initial Valuation Date is not an Exchange Business Day, the Initial will be determined as of the first succeeding day that is an Exchange Business Day. The Closing on an Autocall Valuation Date or the Final Valuation Date, as the case may be. 110.00% of the Initial. 70.00% of the Initial. The Notes will not be listed on any exchange or marketplace. Scotia Capital Inc. will use reasonable efforts under normal market conditions to provide a daily secondary market for the sale of the Notes but reserves the right to elect not to do so, in its sole and absolute discretion, without prior notice to investors. Early Trading Charge: If Sold Within Early Trading Charge (% of ) 0-90 days of Issue Date 91-180 days of Issue Date 181-270 days of Issue Date 271-360 days of Issue Date Thereafter Eligibility for Investment: RRSPs, RRIFs, RESPs, RDSPs, DPSPs and TFSAs Fees and Expenses: 4.50% 3.25% 2.00% 1.00% Nil A selling concession fee of $2.50 per Note sold (or 2.50% of the ) will be payable to the Investment Dealers for further payment to representatives including representatives employed by the Investment Dealers whose clients purchase the Notes. A fee of up to $0.15 per Note sold (or up to 0.15% of the ) will be payable directly by the Bank to Laurentian Bank Securities Inc. for acting as independent agent.
HYPOTHETICAL EXAMPLES The following examples show how the Index Return and Maturity Redemption Amount would be calculated based on certain hypothetical values and assumptions set out below. These examples are for illustrative purposes only and should not be construed as an estimate or forecast of the performance of the Index or the return that an investor might realize on the Notes. The Index Return will be calculated based on the price return of the Index, which will not reflect the value of any dividends, distributions or other income or amounts accruing on the constituent securities of the Index. All dollar amounts are rounded to the nearest whole cent. Values for hypothetical calculations: Initial : 1,302.06 Barrier Level: 70.00% of the Initial = 70.00% x 1,302.06 = 911.44 Example #1 The Notes are not automatically called on any Autocall Valuation Date and the Final on the Final Valuation Date is equal to or less than the Barrier Level. 0.5y 1y 1.5y 2y 2.5y 3y 3.5y 4y 4.5y 5y 5.5y 6y Valuation Dates 0.5y 1y 1.5y 2y 2.5y 3y 3.5y 4y 4.5y 5y 5.5y 6y Dates 56% Final 110% Autocall Level 100% Initial 70% Barrier Level Maturity Redemption Amount = $56.00 Aggregate s = $0.00 Valuation Date 0.5y (not callable) 55.00% $0.00 1y (not callable) 46.00% $0.00 1.5y 46.00% $0.00 2y 45.00% $0.00 2.5y 56.00% $0.00 3y 49.00% $0.00 3.5y 52.00% $0.00 4y 52.00% $0.00 4.5y 54.00% $0.00 5y 50.00% $0.00 5.5y 47.00% $0.00 6y 56.00% $0.00 The Notes are not automatically called on any Autocall Valuation Date as the Closing on each Autocall Valuation Date is less than the Autocall Level and the Final on the Final Valuation Date is equal to or less than the Barrier Level. The Maturity Redemption Amount is calculated as: + ( x Index Return) $100.00 + ($100.00 x -44.00%) = $56.00 In this example, since the Closing is below the Barrier Level on all Valuation Dates, an investor would not receive any s. An investor would receive a Maturity Redemption Amount of $56.00 per Note, on the Maturity Date, equivalent to an annual compound rate of return of approximately -9.21%. Example #2 The Notes are not automatically called on any Autocall Valuation Date and the Final on the Final Valuation Date is less than the Autocall Level, but greater than the Barrier Level. Valuation Date 0.5y (not callable) 105.00% $3.10 1y (not callable) 108.00% $3.10 1.5y 107.00% $3.10 2y 101.00% $3.10 2.5y 85.00% $3.10 3y 49.00% $0.00 3.5y 56.00% $0.00 4y 46.00% $0.00 4.5y 82.00% $3.10 5y 81.00% $3.10 5.5y 86.00% $3.10 6y 81.00% $3.10
The Notes are not automatically called on any Autocall Valuation Date as the Closing on each Autocall Valuation Date is less than the Autocall Level. The Final on the Final Valuation Date is less than the Autocall Level, but greater than the Barrier Level. The Maturity Redemption Amount is calculated as: $100.00 per Note In this example, since the Closing is below the Barrier Level on the sixth, seventh and eighth Valuation Dates, an investor would not receive a for the related Dates. An investor would receive aggregate s of $27.90 per Note and a Maturity Redemption Amount of $100.00 per Note, on the Maturity Date, equivalent to an annual compound rate of return of approximately 4.19%. Example #3 The Notes are automatically called since the Final on the first Autocall Valuation Date is greater than or equal to the Autocall Level. Valuation Date 0.5y (not callable) 112.00% $3.10 1y (not callable) 126.00% $3.10 1.5y 121.00% $3.10 The Notes are automatically called - No future payments in respect of the Notes Since the Final (121.00% of the Initial is greater than the Autocall Level (110.00% of the Initial on the first Autocall Valuation Date, the Notes are automatically called. The Maturity Redemption Amount is calculated as: $100.00 per Note In this example, the Closing is greater than the Barrier Level on each applicable Valuation Date, so an investor would receive a of $3.10 on each of the first three Dates. An investor would receive aggregate s of $9.30 per Note and a Maturity Redemption Amount of $100.00 per Note, equivalent to an annual compound rate of return of approximately 6.11%.
DISCLAIMER No securities regulatory authority has in any way passed upon the merits of securities referred to herein and any representation to the contrary is an offence. The Notes are not principal protected (subject to a minimum principal repayment of $1.00 per Note) and an investor may receive substantially less than the original principal amount at maturity. A person should reach a decision to invest in the Notes only after carefully considering, with his or her investment, legal, accounting, tax and other advisors, the suitability of the Notes in light of his or her investment objectives and the information set out in the Prospectus. The Bank, the Calculation Agent, Scotia Capital Inc. and Laurentian Bank Securities Inc. make no recommendation as to the suitability of the Notes for investment by any particular person. The Notes have not been, and will not be, registered under the United States Securities Act of 1933, as amended (the 1933 Act ), or any State securities laws and, subject to certain exceptions, may not be offered for sale, sold or delivered, directly or indirectly, in the United States, its territories or possessions or to or for the account or benefit of U.S. persons within the meaning of Regulation S under the 1933 Act. In addition, the Notes may not be offered or sold to residents of any jurisdiction or country in Europe. Scotiabank, Scotiabank Global Banking and Markets, Scotia Capital Inc. and the flying S logo are registered trademarks of The Bank of Nova Scotia. Amounts paid to holders of Notes will depend on the price performance of underlying interests. Unless otherwise specified in the Prospectus, the Bank does not guarantee that any of the principal amount of Notes will be paid at maturity or that any return will be paid on Notes (subject to a minimum principal repayment of $1.00 per Note). Purchasers could lose substantially all of their investment in Notes (subject to a minimum principal repayment of $1.00 per Note). Notes are not appropriate investments for persons who do not understand the risks associated with structured products or derivatives. A purchaser of Notes will be exposed to fluctuations and changes in the levels of the Index to which the Notes are linked. Index levels may be volatile and an investment linked to index levels may also be volatile. Purchasers should read carefully the Risk Factors sections in the Prospectus. The Notes will not constitute deposits under the Canada Deposit Insurance Corporation Act. The Notes have not been rated and will not be insured by the Canada Deposit Insurance Corporation or any other entity and therefore the payments to investors will be dependent upon the financial health and creditworthiness of the Bank. Scotia Capital Inc. is a wholly owned subsidiary of the Bank. Consequently, the Bank is a related and connected issuer of Scotia Capital Inc. within the meaning of applicable securities legislation. See Plan of Distribution in the Prospectus. The information contained herein, while obtained from sources believed to be reliable, is not guaranteed as to its accuracy or completeness. INDEX SPONSOR The Notes are not sponsored, endorsed, sold or promoted by Standard & Poor s. Standard & Poor s makes no representation or warranty, express or implied, to the owners of the Notes or any member of the public regarding the advisability of investing in securities generally or in the Notes particularly, or the ability of the Standard & Poor s Index to track general stock market performance. Standard & Poor s only relationship to the Bank is the licensing of certain trademarks and trade names of Standard & Poor s and of the Standard & Poor s Index which is determined, composed and calculated by Standard & Poor s without regard to the Bank or the Notes. Standard & Poor s has no obligation to take the needs of the Bank or the owners of the Notes into consideration in determining, composing or calculating the Index. Standard & Poor s is not responsible for and has not participated in the determination of the timing of, prices at, or quantities of the Notes to be issued or in the determination or calculation of the equation by which the Notes are to be converted into cash. Standard & Poor s has no obligation or liability in connection with the administration, marketing or trading of the Notes. STANDARD & POOR S DOES NOT GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEX OR ANY DATA INCLUDED THEREIN AND STANDARD & POOR S SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR INTERRUPTIONS THEREIN. STANDARD & POOR S MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY THE BANK, OWNERS OF THE NOTES, OR ANY OTHER PERSON OR ENTITY FROM THE USE OF THE INDEX OR ANY DATA INCLUDED THEREIN. STANDARD & POOR S MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH RESPECT TO THE INDEX OR ANY DATA INCLUDED THEREIN. WITHOUT LIMITING ANY OF THE FOREGOING, IN NO EVENT SHALL STANDARD & POOR S HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES. Standard & Poor s, S&P and S&P/TSX Composite are trademarks of Standard & Poor s Financial Services LLC and have been licensed for use by the Bank. The Notes are not sponsored, endorsed, sold or promoted by S&P and S&P makes no representation regarding the advisability of investing in the Notes.