ANNUAL MEETING OF SHAREHOLDERS April 9, 2019 Management Proxy Circular Building for the Future 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 Canada’s international bank. We are dedicated to helping our 25 million customers become better off 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 shareholders Tuesday, April 9, 2019 Scotiabank Centre begin on page 6 of the nd 9:00 a.m. (local time) Scotia Plaza, 40 King Street West, 2 floor management proxy circular. Toronto, Ontario M5H 3Y2 If you cannot attend the AT THE MEETING YOU WILL BE ASKED TO: meeting, you should complete, sign and return 1. Receive our financial statements for the year ended October 31, 2018 and the your proxy or voting auditors’ report on the statements instruction form to vote 2. Elect directors your shares. Your vote 3. Appoint auditors must be received by 4. Vote on an advisory resolution on our approach to executive compensation our transfer agent, 5. Vote on the shareholder proposals Computershare Trust 6. Consider any other business that may properly come before the meeting Company of Canada, by You can read about each item of business beginning on page 4 of the management 5 p.m. (Eastern) on proxy circular, which describes the meeting, who can vote and how to vote. April 8, 2019. Holders of common shares on February 12, 2019, the record date, are eligible We will have live to vote at the meeting (subject to Bank Act (Canada) restrictions). There were coverage of the meeting 1,225,917,119 common shares outstanding on this date. on the investor relations section of our website By order of the board, (www.scotiabank.com). Julie A. Walsh Senior Vice President, Corporate Secretary and Chief Corporate Governance Officer Toronto, Ontario, Canada February 12, 2019 Welcome to our 187th shareholder meeting Dear fellow shareholders, We look forward to welcoming you at Scotiabank’s annual meeting in Toronto on April 9. We will be covering several important items of business, so please review the management proxy circular and vote your shares. Your bank accomplished a lot to be proud of over the past year. Looking forward, we continue to stay focused on execution, prioritizing what matters most and making key investments in the future. Ethical conduct is at the centre of what we do Scotiabank is one of Canada’s longest-enduring companies. We are one of the largest 25 banks in the world, with 25 million customers and a team of more than 97,000 employees. Thomas C. O’Neill Our strong risk culture and ethical conduct are the foundation of our business and key to our Chairman of Scotiabank’s success. We are committed to conducting ourselves in such a way that maintains our Board of Directors customers’ trust and confidence in our business. Investing for the future The bank’s strong capital position allowed us to take advantage of some unique opportunities across the bank’s footprint in 2018. Internationally, we acquired BBVA Chile as well as Citibank’s consumer and small business portfolio in Colombia. In Canada, we acquired Jarislowsky Fraser and MD Financial Management – moves that significantly strengthen our wealth management business. Governance and leadership The board and management team are actively investing in developing, promoting and recruiting leaders that reflect the diversity of our footprint, and the customers we serve each and every day. The board is committed to ensuring that its members have a diversity of skills and experience. Over the past few years, the board has undertaken significant succession planning to better utilize the wealth of experience represented on the board while incorporating new Brian J. Porter perspectives and skills. This year, we were proud to welcome Benita Warmbold to the board. President and Chief Executive Officer Benita brings significant financial and accounting expertise, as well as strong leadership experience covering a global mandate. We also would like to thank Eduardo Pacheco, who has decided not to stand for re-election, for his service and contribution to the board. This is also a board leadership transition year. It is with full confidence that the board has elected Aaron Regent as the incoming Chairman following the annual general meeting, subject to his re-election. Aaron has served on the board since 2013, been part of the transformational change that our bank has undergone, and brings breadth and depth of experience to lead the board in its next chapter. Forward looking Globally, the financial services industry continues to evolve rapidly, with new technology, customer expectations and regulations shaping many of the changes. Your bank is committed to finding innovative solutions that not only meet the demands of today but also the rapidly- evolving needs of tomorrow. In that context, the board fully supports the strategic direction of the bank’s leadership team and the actions being taken across the enterprise. We are confident that these actions will create a superior experience for our customers and deliver value for our shareholders over the medium to longer-term. We look forward to welcoming you in Toronto on April 9th. Management proxy circular 1 What’s inside 1 2 3 About the meeting .... 4 Governance ........ 27 Executive compensation ....... 51 Business of the meeting ..... 4 About the board .......... 30 • Structure of the board .... 30 Message from the chair of Information about voting . 6 the human resources About our directors ....... 31 About the nominated committee ............... 51 • Independence and directors .................. 9 diversity ................ 31 Compensation discussion Meeting attendance ........ 18 • Integrity and engagement . 31 and analysis .............. 55 • Skills and experience ..... 33 1. Strategy ................ 55 Director compensation ...... 18 • Tenure and term limits .... 34 2. Compensation governance . 61 • Program elements ......... 19 • Serving on other public 3. Decision-making process . 65 • 2018 Director compensation company boards ......... 34 4. Program elements ........ 67 table ................... 19 • Nominating directors ..... 35 5. 2018 Compensation Director equity ownership . 20 • Majority voting policy ..... 36 decisions ............... 73 6. Share performance and cost Shareholder proposals ..... 21 Board priorities ........... 36 of management .......... 85 • Strategic direction ........ 37 • Risk oversight ........... 37 2018 Executive • Good governance ........ 39 compensation details ...... 86 • Leadership development, • Summary compensation diversity and assessment . 41 table ................... 86 • Incentive plan awards ..... 88 Director development and • Retirement benefits ....... 91 assessment ............... 42 • Termination and change of • Regular communication and control ................. 93 access to information ..... 42 • Orientation ............. 43 Other information .... 95 • Continuing education ..... 43 • Compensation of material • Board assessment ........ 45 risk impact employees ..... 95 Committee reports ........ 47 • Business performance measures .............. 96 • Non-GAAP measures ...... 96 • Loans to directors, officers and employees .......... 97 • Directors’ and officers’ liability insurance ......... 97 • Directors’ approval ....... 97 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 12, 2019 (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 9, 2019. 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 governance practices Unless indicated otherwise, information in this management and our board proxy circular (circular) is as of February 5, 2019 and all dollar amounts are in Canadian dollars. FOR MORE INFORMATION You can find financial information about Scotiabank in our 2018 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 statements are available on our website (www.scotiabank.com), SEDAR (www.sedar.com), or on the U.S. Securities and Exchange Commission (SEC) website 3 (www.sec.gov). Copies of these documents, this circular and any document