BNS EURO STOXX Banks Callable Contingent $7.00 Notes, Series 14 Principal at Risk Notes Due October 21, 2024 March 15, 2018 A Bank of Nova Scotia short form base shelf prospectus dated February 13, 2018, a prospectus supplement thereto dated February 13, 2018 and pricing supplement No. 734 (the pricing supplement ) thereto dated March 15, 2018 (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 EURO STOXX Banks Index which represents a free-float capitalization-weighted index of banking sector stocks from countries that are participating in the European Economic and Monetary Union. s: Holders of record on the applicable Record may be entitled to receive from the Bank a, determined as follows: (i) If the Closing Index Level on the relevant Valuation is greater than the Barrier Level, the will be $3.50 per Note; and (ii) If the Closing Index Level on the relevant Valuation 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 $45.50 per Note. If the Notes are called, holders will receive both the and the for the applicable Autocall Valuation. Autocall: The Notes will be automatically called (i.e., redeemed) by the Bank if the Closing Index Level on any Autocall Valuation is greater than or equal to the Autocall Level. The Notes cannot be automatically called prior to October 21, 2019. If the Closing Index Level on any Autocall Valuation is not greater than or equal to the Autocall Level, the Notes will not be automatically called by the Bank. Valuation s: October 15, 2019, April 14, 2020, October 14, 2020, April 14, 2021, October 14, 2021, April 12, 2022, October 14, 2022, April 14, 2023, October 16, 2023, April 16, 2024 (each an "Autocall Valuation "), and October 15, 2024 (the "Final Valuation "). Barrier Protection: The Notes provide contingent principal protection at maturity if the Final Index Level on the Final Valuation is above the Barrier Level (which is 60.00% of the Initial Index Level). If the Final Index Level on the Final Valuation 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 any dividends, distributions or other income or amounts accruing or paid by the issuers of the constituent securities that comprise the Index. The annual dividend yield of the Index as at February 28, 2018 was 3.40%, representing an aggregate dividend yield of approximately 24.27% compounded annually over the term of the Notes (assuming the dividend yield remains constant). Fundserv Available Until Issue Maturity Min. Investment (if not called) SSP1527 April 13, 2018 April 20, 2018 October 21, 2024 $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 The information above must be read in conjunction with the Prospectus. Evelyn Kamiliotis: 416-945-4408 Stephanie Kirin: 416-862-3928 Toll Free: 1-866-416-7891
KEY TERMS Issuer: Principal Amount: Issue : CUSIP: Fundserv Code: Maturity : The Bank of Nova Scotia (the Bank ). $100.00 per Note. The Notes will be issued on or about April 20, 2018, or such other date as may be agreed between the Bank and Scotia Capital Inc. and Industrial Alliance Securities Inc. 0641513C5 SSP1527 October 21, 2024 (approximately a 6.5 year term), subject to the Notes being automatically called by the Bank. Autocall: Minimum Investment: Index: Initial Valuation : The Notes will be automatically called (i.e., redeemed) by the Bank if the Closing Index Level on any Autocall Valuation is greater than or equal to the Autocall Level. The Notes cannot be automatically called prior to October 21, 2019. If the Closing Index Level on any Autocall Valuation 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 EURO STOXX Banks Index. which represents a freefloat capitalization-weighted Index of banking sector stocks from countries that are participating in the European Economic and Monetary Union. April 20, 2018 Valuation s: October 15, 2019, April 14, 2020, October 14, 2020, April 14, 2021, October 14, 2021, April 12, 2022, October 14, 2022, April 14, 2023, October 16, 2023, April 16, 2024 (each an "Autocall Valuation "), and October 15, 2024 (the "Final Valuation "), provided, in each case, that if such day is not an Exchange Business Day then the Autocall Valuation or the Final Valuation, as the case may be, will be the immediately preceding Exchange Business Day, subject to Special Circumstances. s: Holders of record on the applicable Record may be entitled to receive from the Bank on the applicable a semi-annual coupon payment (the ). The will be determined as follows: (i) (ii) If the Closing Index Level on the relevant Valuation is greater than the Barrier Level, the will be $3.50 per Note; and If the Closing Index Level on the relevant Valuation is less than or equal to the Barrier Level, no will be made. Maturity Redemption Amount: The aggregate s over the term of the Notes will not exceed $45.50 per Note. If the Notes are called, holders will receive both the and the for the applicable Autocall Valuation. Holders of record on the applicable Record 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 Index Level on an Autocall Valuation or the Final Valuation is greater than or equal to the Autocall Level, the Maturity Redemption Amount will equal: If the Final Index Level on the Final Valuation is greater than the Barrier Level, but less than the Autocall Level, the Maturity Redemption Amount will equal: If the Final Index Level on the Final Valuation is equal to or less than the Barrier Level, the Maturity Redemption Amount will equal: + ( x Index Return) Index Return: The Maturity Redemption Amount will be substantially less than the invested by an investor if the Final Index Level on the Final Valuation is equal to or less than the Barrier Level. The Maturity Redemption Amount will be subject to a minimum principal repayment of $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 Index Level Initial Index Level) / Initial Index Level
Closing Index Level: Initial Index Level: Final Index Level: Autocall Level: Barrier Level: Currency: Listing and Secondary Market: Early Trading Charge: Eligibility for Investment: Fees and Expenses: 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 Index Level on the Initial Valuation, provided that if the Initial Valuation is not an Exchange Business Day, the Initial Index Level will be determined as of the first succeeding day that is an Exchange Business Day. The Closing Index Level on an Autocall Valuation or the Final Valuation, as the case may be. 110.00% of the Initial Index Level. 60.00% of the Initial Index Level. The return on the Notes in Canadian dollars will be based solely upon the Closing Index Level on an Autocall Valuation or the Final Valuation, as the case may be. Accordingly, the Maturity Redemption Amount and any s payable in respect of the Notes will be unaffected by changes in the exchange rate of the Canadian dollar relative to any other currency. 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. If Sold Within 0-90 days of Issue 91-180 days of Issue 181-270 days of Issue 271-360 days of Issue Thereafter RRSPs, RRIFs, RESPs, RDSPs, DPSPs and TFSAs Early Trading Charge (% of ) 4.50% 3.25% 2.00% 1.00% Nil A selling concession fee of $2.75 per Note sold (or 2.75% 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 Industrial Alliance Securities Inc. at closing for acting as an independent agent. The payment of these fees will not reduce the amount on which the Maturity Redemption Amount payable on the Notes is calculated.
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 or paid on the constituent securities of the Index. Certain dollar amounts are rounded to the nearest whole cent. Values for hypothetical calculations: Initial Index Level: 157.16 Barrier Level: 60.00% of the Initial Index Level = 60.00% x 157.16 = 94.30 Autocall Level: 110.00% of the Initial Index Level = 110.00% x 157.16 = 172.88 Example #1 The Notes are not automatically called as the Closing Index Level on each Autocall Valuation is less than the Autocall Level. The Final Index Level on the Final Valuation is equal to or less than the Barrier Level. 56.00% Final Index Level 110.00% Autocall Level 100.00% Initial Index Level 60.00% Barrier Level Maturity Redemption Amount = $56.00 Aggregate s = $0.00 Valuation % of Initial Index Level Issue 100.00% 0.5y (not 55.00% $0.00 1y (not 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 44.00% $0.00 6.5y 56.00% $0.00 Since the Final Index Level (88.01) on the Final Valuation is less than the Barrier Level (94.30), the Maturity Redemption Amount is calculated as follows: + ( x Index Return) $100.00 + ($100.00 x -44.00%) = $56.00 per Note In this example, since the Closing Index Level is below the Barrier Level on all Valuation s, an investor would not receive any s. An investor would receive a Maturity Redemption Amount of $56.00 per Note on the Maturity, which is equivalent to an annual compound rate of return of approximately -8.53% per Note.
Example #2 The Notes are not automatically called as the Closing Index Level on each Autocall Valuation is less than the Autocall Level. The Final Index Level on the Final Valuation is less than the Autocall Level, but greater than the Barrier Level. 81.00% Final Index Level 110.00% Autocall Level 100.00% Initial Index Level 60.00% Barrier Level Maturity Redemption Amount = $100.00 Aggregate s = 35.00 Valuation % of Initial Index Level Issue 100.00% 0.5y (not 105.00% $3.50 1y (not 108.00% $3.50 1.5y 107.00% $3.50 2y 101.00% $3.50 2.5y 85.00% $3.50 3y 49.00% $0.00 3.5y 56.00% $0.00 4y 46.00% $0.00 4.5y 86.00% $3.50 5y 84.00% $3.50 5.5y 88.00% $3.50 6y 86.00% $3.50 6.5y 81.00% $3.50 Since the Final Index Level (127.30) on the Final Valuation is below the Autocall Level (172.88), but greater than the Barrier Level (94.30), the Maturity Redemption Amount is calculated as follows: $100.00 per Note In this example, since the Closing Index Level is below the Barrier Level on the sixth, seventh and eighth Valuation s, an investor would not receive s for the related s. An investor would receive aggregate s of $35.00 per Note, and a Maturity Redemption Amount of $100.00 per Note, on the Maturity, which is equivalent to an annual compound rate of return of approximately 4.73% per Note.
Example #3 The Notes are automatically called on the first Autocall Valuation as the Closing Index Level on the first Autocall Valuation is greater than or equal to the Autocall Level. The Notes are automatically called on the first Autocall Valuation for $100.00 per Note. In this example an investor would have received three s of $3.50 ($10.50 Total). 121.00% Final Index Level 110.00% Autocall Level 100.00% Initial Index Level 60.00% Barrier Level Valuation Issue 0.5y (not 1y (not % of Initial Index Level 100.00% 112.00% $3.50 126.00% $3.50 1.5y 121.00% $3.50 Maturity Redemption Amount = $100.00 Aggregate s = $10.50 The Notes are automatically called - No future payments in respect of the Notes Since the Closing Index Level (190.16) on the first Autocall Valuation is greater than the Autocall Level (172.88), the Maturity Redemption Amount is calculated as follows: $100.00 per Note In this example, since the Closing Index Level is greater than the Barrier Level on each applicable Valuation, an investor would receive s of $3.50 per Note on each of the first three s. An investor would receive aggregate s of $10.50 per Note, and a Maturity Redemption Amount of $100.00 per Note, which is equivalent to an annual compound rate of return of approximately 6.88% per Note. 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 or paid on the constituent securities of the Index. Certain dollar amounts are rounded to the nearest whole cent.
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 $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 Industrial Alliance 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 $1.00 per Note). Purchasers could lose substantially all of their investment in the Notes (subject to a minimum principal repayment of $1.00 per Note). The Notes are not appropriate investments for persons who do not understand the risks associated with structured products or derivatives. A purchaser of the 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 STOXX Limited ( STOXX ) and its licensors (the Licensors ) have no relationship to the Bank, other than the licensing of the Index and the related trademarks for use in connection with the Notes. STOXX and the Licensors do not: sponsor, endorse, sell or promote the Notes; recommend that any person invest in the Notes or any other securities; 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; 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 and the Licensors will not have any liability in connection with the Notes. Specifically, STOXX and the Licensors do not make any warranty, express or implied and disclaim any and all 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 and its data; the merchantability and the fitness for a particular purpose or use of the Index and its data; the performance of the Notes generally; STOXX and the Licensors will have no liability for any errors, omissions or interruptions in the Index or its data; under no circumstances will STOXX or the Licensors be liable for any lost profits or indirect, punitive, special or consequential damages or losses, even if STOXX or its Licensors knows that they might occur. The licensing agreement between the Bank and STOXX is solely for their benefit and not for the benefit of the owners of the Notes or any other third parties.