BNS S&P 500 Callable Contingent US$5.00 Notes, Series 41 Principal at Risk Notes Due December 9, 2024 November 3, 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. 602 thereto dated November 3, 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 s and whether the is returned at maturity is based on the price performance of the S&P 500 Index, which represents the large-cap segment of the U.S. equity market. s: Holders 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 is greater than the Barrier Level, the will be US$2.50 per Note; and (ii) If the Closing on the relevant is less than or equal to the Barrier Level, no Semi- Annual will be made. The aggregate s over the term of the Notes will not exceed US$35.00 per Note. If the Notes are called, investors will receive both the and the for the applicable Autocall. Autocall: The Notes will be automatically called (i.e., redeemed) by the Bank if the Closing on any Autocall is greater than or equal to the Autocall Level. The Notes cannot be automatically called prior to June 10, 2019. If the Closing on any Autocall is not greater than or equal to the Autocall Level, the Notes will not be automatically called by the Bank. s: June 4, 2019, December 3, 2019, June 2, 2020, December 2, 2020, June 2, 2021, December 2, 2021, June 2, 2022, December 2, 2022, June 2, 2023, December 4, 2023, June 4, 2024, (each an "Autocall "), and December 3, 2024 (the "Final "). Barrier Protection: The Notes provide contingent principal protection at maturity if the Final on the Final is above the Barrier Level (which is 70.00% of the Initial ). If the Final on the Final 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 US$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 of October 31, 2017 was 1.93%, representing an aggregate dividend yield of approximately 14.32% 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) SSP1397 December 1, 2017 December 8, 2017 December 9, 2024 US$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 ) US$100.00 per Note. The Notes will be issued on or about December 8, 2017, or such other date as may be agreed between the Bank and Scotia Capital Inc. and Desjardins Securities Inc. 064151H55 SSP1397 December 9, 2024 (approximately a 7 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 is greater than or equal to the Autocall Level. The Notes cannot be automatically called prior to June 10, 2019. If the Closing on any Autocall is not greater than or equal to the Autocall Level, the Notes will not be automatically called by the Bank. US$5,000 (50 Notes) Initial : December 8, 2017 s: s: 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 500 Index. which represents the large-cap segment of the U.S. equity market June 4, 2019, December 3, 2019, June 2, 2020, December 2, 2020, June 2, 2021, December 2, 2021, June 2, 2022, December 2, 2022, June 2, 2023, December 4, 2023, June 4, 2024 (each an "Autocall "), and December 3, 2024 (the "Final "), provided, in each case, that if such day is not an Exchange Business Day then the Autocall or the Final, as the case may be, will be the immediately preceding Exchange Business Day, subject to the occurrence of any Special Circumstance. Holders of record on the applicable Record Date may be entitled to receive from the Bank on the applicable Date a semi-annual coupon payment (the ). The will be determined as follows: (i) If the Closing on the relevant is greater than the Barrier Level, the will be US$2.50 per Note; and (ii) If the Closing on the relevant is less than or equal to the Barrier Level, no will be made. Amount: The aggregate s over the term of the Notes will not exceed US$35.00 per Note. If the Notes are called, holders will receive both the and the for the applicable Autocall. Holders 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 Amount ) as calculated by the Calculation Agent in accordance with the applicable formula below: Index Return: Closing : Initial : Final : Currency: Autocall Level: Barrier Level: Listing and Secondary Market: If the Closing on an Autocall or the Final is greater than or equal to the Autocall Level, the Maturity Redemption Amount will equal: If the Final on the Final is greater than the Barrier Level, but less than the Autocall Level, the Amount will equal: If the Final on the Final is equal to or less than the Barrier Level, the Amount will equal: + ( x Index Return) The Amount may be substantially less than the invested by an investor if the Final on the Final is equal to or less than the Barrier Level. The Amount will be subject to a minimum principal repayment of US$1.00 per Note. The return on the Notes will not reflect the total return that an investor would receive if such investor owned the securities included in the Index. (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, provided that if the Initial 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 or the Final, as the case may be. The return on the Notes in U.S. dollars will be based solely upon the Closing on an Autocall or the Final Valuation Date. Accordingly, the Amount and any s payable in respect of the Notes will be unaffected by changes in the exchange rate of the U.S. dollar relative to any other currency. To the extent other assets or income of a holder of Notes are denominated in another currency, such as the Canadian dollar, an investment in the Notes will entail foreign exchange related risks. 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 at any time in the future, in its sole and absolute discretion, without prior notice to investors. Early Trading Charge: If Sold Within Early Trading Charge (% of ) Eligibility for Investment: Fees and Expenses: 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 RRSPs, RRIFs, RESPs, RDSPs, DPSPs and TFSAs 4.50% 3.25% 2.00% 1.00% Nil A selling concession fee of US$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 US$0.15 per Note sold (or up to 0.15% of the ) will be payable directly by the Bank to Desjardins Securities Inc. at closing for acting as an independent agent. The payment of these fees will not reduce the amount on which the Amount payable on the Notes is calculated.
HYPOTHETICAL EXAMPLES The following examples show how the Index Return and 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. Certain dollar amounts are rounded to the nearest whole cent. Values for hypothetical calculations: Initial : 2,075.00 Barrier Level: 70.00% of the Initial = 70.00% x 2,075.00 = 1,452.50 Autocall Level: 110.00% of the Initial = 110.00% x 2,075.00 = 2,282.50 Example #1 The Notes are not automatically called as the Closing on each Autocall is less than the Autocall Level. The Final on the Final is equal to or less than the Barrier Level. 56.00% Final Amount = US$56.00 Aggregate US$0.00 0.5y (not callable) 55.00% US$0.00 1y (not callable) 46.00% US$0.00 1.5y 46.00% US$0.00 2y 45.00% US$0.00 2.5y 56.00% US$0.00 3y 49.00% US$0.00 3.5y 52.00% US$0.00 4y 52.00% US$0.00 4.5y 54.00% US$0.00 5y 50.00% US$0.00 5.5y 47.00% US$0.00 6y 44.00% US$0.00 6.5y 46.00% US$0.00 7y 56.00% US$0.00 Since the Final (1,162.00) on the Final is less than the Barrier Level (1,452.50), the Amount is calculated as follows: + ( x Index Return) US$100.00 + (US$100.00 x -44.00%) = US$56.00 per Note In this example, since the Closing is below the Barrier Level on all s, an investor would not receive any s. An investor would receive a Amount of US$56.00 per Note on the Maturity Date, which is equivalent to an annual compound rate of return of approximately -7.95% per Note. Example #2 The Notes are not automatically called as the Closing on each Autocall is less than the Autocall Level. The Final on the Final is less than the Autocall Level, but greater than the Barrier Level. 81.00% Final Amount = US$100.00 Aggregate US$27.50 0.5y (not callable) 105.00% US$2.50 1y (not callable) 108.00% US$2.50 1.5y 107.00% US$2.50 2y 101.00% US$2.50 2.5y 85.00% US$2.50 3y 49.00% US$0.00 3.5y 56.00% US$0.00 4y 46.00% US$0.00 4.5y 86.00% US$2.50 5y 84.00% US$2.50 5.5y 88.00% US$2.50 6y 86.00% US$2.50 6.5y 84.00% US$2.50 7y 81.00% US$2.50 Since the Final (1,680.75) on the Final is below the Autocall Level (2,282.50), but greater than the Barrier Level (1,452.50), the Maturity Redemption Amount is calculated as follows:
US$100.00 per Note In this example, since the Closing is below the Barrier Level on the sixth, seventh and eighth s, an investor would not receive s for the related Dates. An investor would receive aggregate s of US$27.50 per Note, and a Amount of US$100.00 per Note, on the Maturity Date, which is equivalent to an annual compound rate of return of approximately 3.53% per Note. Example #3 The Notes are automatically called on the first Autocall as the Closing on the first Autocall is greater than or equal to the Autocall Level. The Notes are automatically called on the first Autocall for US$100.00 per Note. In this example an investor would have received three s of US$2.50 (US$7.50 Total). 121.00% Final 0.5y (not callable) 112.00% US$2.50 1y (not callable) 126.00% US$2.50 1.5y 121.00% US$2.50 The Notes are automatically called - No future payments in respect of the Notes Amount = US$100.00 Aggregate US$7.50 Since the Closing (2,510.75) on the first Autocall is greater than the Autocall Level (2,282.50), the Amount is calculated as follows: US$100.00 per Note In this example, since the Closing is greater than the Barrier Level on each applicable, an investor would receive s of US$2.50 per Note on each of the first three Dates. An investor would receive aggregate s of US$7.50 per Note, and a Amount of US$100.00 per Note, which is equivalent to an annual compound rate of return of approximately 4.94% per Note.
DISCLAIMER No securities regulatory authority has in any way passed upon the merits of the 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 US$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 Desjardins 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 the Notes will depend on the price performance of the underlying interests. Unless otherwise specified in the Prospectus, the Bank does not guarantee that any of the principal amount of the Notes will be paid at maturity or that any return will be paid on the Notes (subject to a minimum principal repayment of US$1.00 per Note). Purchasers could lose substantially all of their investment in the Notes (subject to a minimum principal repayment of US$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 Standard & Poor s, S&P and S&P500 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 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.