Annual Meeting of Shareholders April 7, 2020 Banking the Americas Connecting Canada to the World Management Proxy Circular Your VOTE is important Please take some time to read this management proxy circular for important information about the business of the meeting and to learn more about Scotiabank. Scotiabank is a leading bank in the Americas. We are here for every future. We help our customers, their families and their communities achieve success through a broad range of advice, products and services. YOUR VOTE IS Notice of annual meeting of IMPORTANT As a Scotiabank common shareholders of The Bank shareholder, it is important to vote your shares at of Nova Scotia the upcoming meeting. Detailed voting instructions WHEN WHERE for registered and non-registered Tuesday, April 7, 2020 Scotiabank Centre shareholders begin on nd 9:00 a.m. (local time) Scotia Plaza, 40 King Street West, 2 floor page 6 of the management Toronto, Ontario M5H 3Y2 proxy circular. AT THE MEETING YOU WILL BE ASKED TO: If you cannot attend the meeting, you should 1. Receive our financial statements for the year ended October 31, 2019 and the complete, sign and return auditors’ report on the statements your proxy or voting 2. Elect directors instruction form to vote 3. Appoint auditors your shares. Your vote 4. Vote on an advisory resolution on our approach to executive compensation must be received by 5. Vote on the shareholder proposals our transfer agent, 6. Consider any other business that may properly come before the meeting Computershare Trust You can read about each item of business beginning on page 4 of the management Company of Canada, by proxy circular, which describes the meeting, who can vote and how to vote. 5 p.m. (Eastern) on April 6, 2020. Holders of common shares on February 11, 2020, the record date, are eligible to vote at the meeting (subject to Bank Act (Canada) restrictions). There were We will have live 1,212,796,469 common shares outstanding on this date. coverage of the meeting on the investor relations By order of the board, section of our website (www.scotiabank.com). Julie A. Walsh Senior Vice President, Corporate Secretary and Chief Corporate Governance Officer Toronto, Ontario, Canada February 11, 2020 Welcome to our 188th shareholder meeting Dear fellow shareholders, We are pleased to invite you to Scotiabank’s annual meeting in Toronto on April 7 at our Scotiabank Centre. We will be covering important items of business, so please review the management proxy circular and vote your shares. Against the backdrop of market volatility, geopolitical tension, and concerns about global economic growth, the bank has made significant progress on our strategic repositioning efforts. Sharpening our geographic footprint and improving our business mix is key to delivering consistent and strong returns to our shareholders. Today, we are a highly competitive bank in each of our core markets with multiple avenues for growth. We have the capital, reputation, partnerships, and expertise to realise our ambitions for the future. Aaron W. Regent Purposeful investing Chairman of Scotiabank’s Board of Directors 2019 was a year of execution and thoughtful integration. We have strategically repositioned the bank to focus on key markets and businesses with high growth potential, where we can achieve substantial market share and leverage our scale. This repositioning has allowed us to redeploy capital into strong businesses where we can create value. Some examples of recent acquisitions include MD Financial and Jarislowsky Fraser in Canada, BBVA Chile, Citibank Colombia, Cencosud Peru and Banco del Progresso in the Dominican Republic. Likewise, we have made significant investments in people, processes and technology. Our people are our greatest asset, and we invest heavily in building and supporting high-impact teams. We invest in processes to ensure that we are as efficient as possible, and in technology to ensure that our customers have the best possible banking experience. Strong governance means being forward-thinking Scotiabank has long been a leader in corporate governance. This year, we were again recognized by the Dow Jones Sustainability Index as being in the top 1% of global financial institutions for governance practices. Brian J. Porter President and Chief Executive Officer Strong governance is part of our culture. There is utmost recognition at the board level that if we are to execute on our strategy, the bank’s culture must also be aligned. The board devotes appropriate time to ensuring that culture and conduct aligns to our corporate purpose. We would like to express our sincere gratitude to Barbara Thomas for her long service and contributions to our bank. Barbara retired from the board this year, after a lengthy executive career with a number of global brands, and we have benefitted from her insights in the boardroom. Building for every future We believe that banking is a calling, and we know that our bank has a positive impact on the communities in which we live and work—from the jobs we create, to the investments we make, and the values we uphold and promote. We serve as an important part of the social and economic fabric of the places in which we operate, and will continue to build on the legacy of those who have come before us in order to build our bank for every future. Through our thoughtful investments, we have positioned the bank to continue providing world-class financial services and value for our shareholders for the long term. Thank you for your continued support. We look forward to welcoming you in Toronto on April 7. Management proxy circular 1 What’s inside 1 2 3 About the meeting .... 4 Governance ......... 29 Executive compensation ....... 53 Business of the meeting ...... 4 About the board ............ 32 Structure of the board .... 32 Message from the chair of the Information about voting ..... 6 • human resources Board priorities ............. 33 About the nominated committee ................. 53 Strategic direction ........ 33 directors .................... 9 • • Risk oversight ............ 34 Compensation discussion Skills and experience ......... 18 • Conduct and culture ...... 35 and analysis ................ 57 Leadership development, 1. Strategy ................. 57 Meeting attendance ......... 19 • diversity and assessment . 37 2. Compensation Director compensation ....... 19 • Good governance ......... 38 governance .............. 63 • Program elements ......... 20 3. Decision-making Board composition, • 2019 Director compensation process ................. 67 development and table ..................... 20 4. Program elements ........ 69 assessment .............. 40 5. 2019 Compensation Director equity ownership .... 21 Qualities of directors ...... 40 • decisions ................ 75 Independent ........... 40 Stakeholder engagement ..... 22 • 6. Share performance and Diverse ............... 41 • Shareholder proposals ..... 23 • cost of management ...... 87 • Integrity and engagement ........... 41 2019 Executive • Balanced in other compensation details ....... 88 professional activities . 42 • Summary compensation • Tenure and term table .................... 88 limits ................. 43 • Incentive plan awards ..... 90 • Nominating directors ..... 43 • Retirement benefits ...... 93 • Majority voting policy ..... 44 • Termination and change of • Regular communication control .................. 96 and access to information . 44 • Orientation .............. 45 Other information . 98 • Continuing education ..... 45 • Compensation of material • Board assessment ........ 47 risk impact employees .... 98 Business performance Committee reports .......... 49 • measures ................ 99 • Non-GAAP measures ..... 99 • Loans to directors, officers and employees ........... 100 • Directors’ and officers’ liability insurance ......... 101 • Directors’ approval ....... 101 2 Scotiabank Management proxy circular 1 You have received this management proxy circular because ABOUT THE you owned Scotiabank common shares as of the close of MEETING business on February 11, 2020 (the record date), and are Read about the items of business and how entitled to vote at our annual meeting. to vote your shares Management is soliciting your proxy for the shareholder meeting on April 7, 2020. In this document: This document tells you about the meeting, governance • we, us, our, the bank and executive compensation at Scotiabank. We have organized and Scotiabank mean it into three sections to make it easy to find what you are The Bank of Nova Scotia looking for and to help you vote with confidence. • you and your mean holders of our common We pay the cost of proxy solicitation for all registered and shares non-registered shareholders. We are soliciting proxies mainly 2 common shares and by mail, but you may also be contacted by phone or in person • shares mean the bank’s by employees of Scotiabank or Computershare Trust Company common shares of Canada, our transfer agent. We may also engage solicitation GOVERNANCE agents at a nominal cost. Learn about our board’s governance Unless indicated otherwise, information in this management practices proxy circular (circular) is as of February 4, 2020 and all dollar amounts are in Canadian dollars. FOR MORE INFORMATION You can find financial information about Scotiabank in our 2019 consolidated financial statements and management’s discussion and analysis (MD&A). Financial information and other information about Scotiabank, including our annual information form (AIF) and quarterly financial