The terms “ESG”, “net-zero”, “carbon neutral”, “sustainable finance”, “carbon-related finance” and similar terms, taxonomies and criteria are evolving, and the bank’s use of such terms may change to reflect such evolution. Any references to such terms in this document are references to the internally defined criteria of the bank and not to any particular regulatory definition or voluntary standard.

The bank has assumed continued growth in its clients’ investments in and expenditures on ESG activities. The bank has also assumed ordinary rates of growth and development of the bank’s business, including in the products and services it provides to clients in all sectors, in its own investments, in its subsidiaries and in its geographic footprint. If any of these assumptions prove incorrect, the bank may not be able to meet its ESG Objectives and may need to update or revise them.

The evolution of the policy and regulatory environment relating to ESG issues, and climate-related issues in particular, may result in updates or revisions to forward-looking statements and other information contained in this document. There could also be changes to the market practices, taxonomies, methodologies, scenarios, frameworks, criteria and standards (collectively, “ESG Standards”) that governmental and non-governmental entities, the financial sector, the bank and its clients use to classify, assess, measure, report on and verify ESG activities, including for inclusion toward the bank’s ESG Objectives. In some cases, applicable ESG Standards may not yet exist. The bank may update its ESG Objectives, its plans to achieve them, its progress toward them, and its estimates of the impact of this progress, as appropriate, in light of new and evolving ESG Standards.

In setting and implementing its ESG Objectives, the bank relies on data obtained from clients and other third-party sources. The bank’s use of third-party data cannot be taken as an endorsement of the third-party or its data or be construed as granting any form of intellectual property. Although the bank believes these sources are reliable, the bank has not independently verified all third-party data, or assessed the assumptions underlying such data, and cannot guarantee their accuracy. The data used by the bank in connection with its ESG Objectives may be limited in quality, unavailable, or inconsistent across sectors, and we have no guarantee that third parties will comply with our policies and procedures in respect of the collection of this data. Certain third-party data may also change over time as ESG Standards evolve. These factors could have a material effect on the bank’s ESG Objectives and ability to meet them.

The bank and its clients may need to purchase carbon and clean energy instruments (“Environmental Attributes”) to meet its ESG Objectives. The market for Environmental Attributes is still developing and their availability may be limited. Some Environmental Attributes are also subject to the risk of invalidation or reversal, and the bank provides no assurance of the treatment of any such Environmental Attributes in the future. There may also be changes to applicable regulations and standards that impact the market for Environmental Attributes. The maturity, liquidity and economics of this market may make it more difficult for the bank to achieve its ESG Objectives.

This document may provide addresses of or contain hyperlinks to websites that are not owned or controlled by the bank. Each such address or hyperlink is provided solely for the recipient’s convenience, and the content of linked third-party websites is not in any way included or incorporated by reference into this document. The bank takes no responsibility for such websites or their content, or for any loss or damage that may arise from their use. If you decide to access any of the third-party websites linked to this document, you do so at your own risk and subject to the terms and conditions of such websites.

Management proxy circular

You have received this management proxy circular because you owned Scotiabank common shares as of the close of business on February 13, 2024 (the record date) and are entitled to vote at our annual meeting.

Management is soliciting your proxy for the annual meeting on April 9, 2024.

This document tells you about the meeting, governance, executive compensation, other information, and shareholder proposals at Scotiabank. We have organized it into five sections to make it easy to find what you are looking for and to help you vote with confidence.

We pay the cost of proxy solicitation for all registered and non-registered (beneficial) shareholders. We are soliciting proxies mainly by mail, but you may also be contacted by employees of Scotiabank, our transfer agent, Computershare Trust Company of Canada (Computershare), or our proxy solicitation firm, Kingsdale Advisors. We have retained Kingsdale Advisors to help us with this process at an estimated cost of $50,000.

Unless indicated otherwise, information in this management proxy circular (circular) is as of February 7, 2024 and all dollar amounts are in Canadian dollars.

DELIVERY OF MEETING MATERIALS

Notice and access

As permitted by the Canadian Securities Administrators (CSA) and pursuant to an exemption from the proxy solicitation requirement received from the Office of the Superintendent of Financial Institutions (OSFI), we are using “notice and access” to deliver this circular to both our registered and beneficial shareholders. This means that this circular will be posted online for you to access instead of receiving a physical copy in the mail. Notice and access gives shareholders more choice, allows for faster access to this circular, reduces our printing and mailing costs, and is environmentally friendly as it reduces paper and energy consumption.

You will still receive a physical copy of the form of proxy in the mail if you are a registered shareholder or the voting instruction form if you are a beneficial shareholder so that you can vote your shares. However, instead of receiving a physical copy of the circular, you will receive a notice explaining how to access this circular electronically and how to request a physical copy. Physical copies of the circular will also be provided to shareholders who have standing instructions to receive physical copies of meeting materials.

How to access the circular electronically

This circular is available on the website of Computershare (www.envisionreports.com/scotiabank2024), SEDAR+ (www.sedarplus.ca), and on EDGAR (www.sec.gov).

In this document:

•  we, us, our, the bank and Scotiabank mean The Bank of Nova Scotia

•  you and your mean holders of our common shares

•   common shares and shares mean the bank’s common shares

•   annual meeting, AGM, and meeting mean the annual meeting of common shareholders of the bank

1. RECEIVE FINANCIAL STATEMENTS

Our consolidated financial statements and MD&A for the year ended October 31, 2023, together with the auditor’s report on those statements, will be presented at the meeting. You will find these documents in our annual report, which is available on our website.

2. ELECT DIRECTORS

Under our majority voting policy, you will elect 14 directors individually to serve on our board until the close of the next annual meeting or until their successors are elected or appointed. You can find information about the nominated directors beginning on page 14 and our majority voting policy on page 53.

The board

recommends you vote

for

each

nominated director

The board

recommends you vote

for

KPMG LLP

as our independent auditor

3. APPOINT AUDITOR

You will vote on appointing the independent auditor. The board recommends that KPMG LLP (KPMG) be re-appointed as the shareholders’ auditor until the close of the next annual meeting. The board assessed the performance and independence of KPMG and confirmed that KPMG is independent of the bank within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation. KPMG was appointed our sole auditor in March 2006 following a comprehensive assessment of our two auditors to determine which firm should be appointed as sole auditor. Last year, the vote was 86.36% for KPMG as auditor. Representatives of KPMG will attend the meeting.

The bank has robust policies and procedures in place to assess auditor performance, objectivity, and independence. The audit and conduct review committee, which is composed entirely of independent directors, oversees and evaluates the external auditor. The committee recognizes the importance of maintaining auditor independence while balancing a need for continuity of institutional knowledge to ensure the auditor has the necessary experience to effectively audit an international organization of significant size and complexity. When assessing auditor independence, the committee considers a number of factors, including an annual performance and independence review of the external auditor, the nature and amount of any non-audit services, mandatory partner rotations, and a comprehensive review of the auditor performed by the bank.

The bank has numerous processes in place in order to ensure auditor independence:

•  Audit and Conduct Review Committee Review (Performance): The audit and conduct review committee conducts a fulsome annual assessment on the performance of the auditor as per the bank’s Policy on the Assessment of the External Auditor with inputs from management, prior to its recommendation to the board on the auditor’s proposed appointment. The committee reviews the audit quality, auditor tenure, reasonableness of the audit fees, and the credibility of the auditor in the financial markets and with regulators.

•  Audit and Conduct Review Committee Review (Independence): The audit and conduct review committee takes into consideration both the high standards of independence that the bank employs in reviewing relationships with the auditor, which further mitigate potential concerns of familiarity due to auditor tenure, and the importance of the auditor’s institutional knowledge. The committee also considers the nature and extent of any non-audit service fees when assessing independence, which only represent 4.55% of the total auditor’s fees in 2023.

•   Mandatory Partner Rotations: The mandated rotation of lead and other key engagement partners of KPMG, including partners auditing the different segments of the bank, provides a safeguard against familiarity threats. The lead audit engagement partner and the engagement quality control review partner rotated in 2021, and the corporate engagement partner rotated in 2022.

•   Comprehensive Review: The audit and conduct review committee also conducts an in-depth comprehensive review of our external auditor every five years using the standardized toolkit developed by CPA Canada, the Canadian Public Accountability Board (CPAB), and the Institute of Corporate Directors (ICD), prior to its recommendation to the board regarding the auditor. This approach is consistent with the conclusions and recommendations from the CPA Canada/CPAB/ICD Enhancing Audit Quality initiative, which state that a committee’s periodic comprehensive review is the preferred alternative to mandatory firm rotation or re-tendering for addressing the institutional familiarity threat and enhancing audit quality. The most recent comprehensive review using the CPA Canada/CPAB/ICD toolkit was conducted in 2020 and raised no significant concerns with KPMG as the bank’s external auditor.

•   Strong Regulatory Framework: KPMG is an independent registered public accounting firm and is subject to external inspections by the CPAB and the Public Company Accounting Oversight Board (PCAOB), peer reviews, and oversight by the CPAB, PCAOB, the CSA, and the SEC. KPMG shares findings and other relevant matters to these inspections with our audit and conduct review committee.

•   Regular Review of Committee Membership: The corporate governance committee recommends committee composition (including committee chairs) to the board and reviews committee membership throughout the year and after the annual meeting once the board is elected. The committee also reviews committee chair succession in accordance with their term limits. This review and the committee chair term limits ensure the audit and conduct review committee members have the appropriate skills, experience, and tenure, as well as ensure the committee maintains fresh perspectives and does not develop familiarity issues.

Auditor’s fees

The table below lists the services KPMG provides and the fees we paid to them for the fiscal years ended October 31, 2023 and 2022. The increase in audit fees was in line with labour market changes and also driven by an increase in the scope of certain services. The increase in fees associated with mutual funds was driven by an increase in the scope of audit services, as KPMG only audited certain mutual funds in fiscal 2022, and in fiscal 2023 transitioned to audit all mutual funds. The audit and conduct review committee can pre-approve services if they are within the scope of the policies and procedures approved by the committee.

Audit services

Audit-related services

Tax services outside of the audit scope

Other non-audit services

Total Bank and Subsidiaries

35.3

33.4

Total Fees

38.5

34.6

4. ADVISORY VOTE ON OUR APPROACH TO EXECUTIVE COMPENSATION

You can have a “say on pay” by participating in an advisory vote on our approach to executive compensation.

Since 2010, we have held this annual advisory vote to give shareholders the opportunity to provide the board with important feedback. This vote does not diminish the role and responsibility of the board. Last year, the vote was 91.62% for our approach to executive compensation. This vote support reflected the continued enhancements to our disclosure and our extensive engagement strategy throughout the year. You can read more about the bank’s approach to stakeholder engagement beginning on page 41 and our approach to executive compensation in Section 3 – Executive Compensation. Our executive compensation program supports our goal of delivering strong, consistent, and predictable results to shareholders over the longer term. Our practices meet the model policy on “say on pay” for boards of directors developed by the Canadian Coalition for Good Governance (CCGG).

You will be asked to vote on the following advisory resolution:

Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in this management proxy circular delivered in advance of the 2024 annual meeting of shareholders of the Bank.

The board

recommends you vote

for

our approach to

executive compensation

This is an advisory vote, which means the results are not binding on the board. The human capital and compensation committee and the board review the results after the meeting and as they consider future executive compensation decisions. If a significant number of shares are voted against the advisory resolution, the human capital and compensation committee will review our approach to executive compensation in the context of any specific shareholder concerns that have been identified and may make recommendations to the board. We will disclose the human capital and compensation committee’s review process and the outcome of its review within six months of the annual meeting.

The human capital and compensation committee and the board welcome questions and comments about executive compensation at Scotiabank. We maintain an open dialogue with shareholders and consider all feedback. See the back cover for our contact information.

5. SHAREHOLDER PROPOSALS

This year you will be asked to consider three shareholder proposals. You can read the proposals and how and why the board recommends voting in relation to each proposal in Section 5.

The board

recommends you vote

AGAINST the proposals

The deadline for submitting proposals to be considered at next year’s annual meeting is November 15, 2024. Proposals should be sent to the Corporate Secretary of The Bank of Nova Scotia, 40 Temperance Street, Toronto, Ontario, Canada M5H 0B4 or corporate.secretary@scotiabank.com.

SHAREHOLDER APPROVAL

Each item being put to a vote requires the approval of a majority of votes cast in person or by proxy at the meeting. Directors are subject to our majority voting policy (see page 53).

You (or your proxyholder) can vote as you (or your proxyholder) wish on any other items of business properly brought before the meeting (or a reconvened meeting if there is an adjournment). As of the date of this circular, we are not aware of other matters that will be brought before the meeting.

Management does not contemplate that any nominated director will be unable to serve as a director. If, however, this does occur for any reason during or prior to the meeting, the individuals named in your proxy form or voting instruction form as your proxyholder can vote for another nominee at their discretion.

You are entitled to one vote per common share held on February 13, 2024, the record date.

Shares beneficially owned by the following entities and persons cannot be voted (except in

circumstances approved by the Minister of Finance):

•   the Government of Canada or any of its agencies

•  the government of a province or any of its agencies

•   the government of a foreign country or any political subdivision of a foreign country or any of its agencies

•   any person who has acquired more than 10% of any class of shares of the bank.

Also, if a person, or an entity controlled by a person, beneficially owns shares that in total represent more than 20% of the eligible votes that may be cast, that person or entity may not vote any of the shares unless permitted by the Minister of Finance.

Our directors and officers are not aware of any person or entity who beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of any class of our outstanding shares, as of the record date.

HOW TO VOTE

You can vote in advance of the annual meeting or during the meeting, or you can appoint someone to attend the meeting and vote your shares for you (called voting by proxy). How you vote depends on whether you are a registered or a beneficial shareholder. You are a beneficial shareholder if the shares you own are registered for you in the name of an intermediary such as a securities broker, trustee, or financial institution. You are a registered shareholder if the shares you own are registered directly in your name with Computershare. If this is the case, your name will appear on a share certificate or a statement from a direct registration system confirming your shareholdings.

Outstanding
common shares

1,222,127,412 on
February 7, 2024,
the date of this circular

1,222,132,754 on
February 13, 2024,
the record date

Beneficial shareholders

Registered shareholders

Your intermediary has sent you a voting instruction form with this package. We may not have records of your shareholdings as a beneficial shareholder, so you must follow the instructions from your intermediary to vote.

We have sent you a proxy form with this package. A proxy is a document that can authorize someone else to attend the meeting and vote for you.

Voting in advance of the annual meeting

Complete the voting instruction form and return it to your intermediary.

Your intermediary may also allow you to do this online or by telephone.

You can either mark your voting instructions on the voting instruction form or you can appoint another person (called a proxyholder) to attend the annual meeting and vote your shares for you.

To vote online, follow the instructions on the proxy form.

Alternatively, you may complete the paper proxy form and return it to Computershare.

You can either mark your voting instructions on the proxy form or you can appoint another person (called a proxyholder) to attend the annual meeting and vote your shares for you.

Voting at the annual meeting

Beneficial shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the meeting in person or online. This is because we and Computershare do not have a record of the beneficial shareholders of the bank, and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as proxyholder.

If you are a beneficial shareholder and wish to vote at the meeting, you MUST appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form sent to you and you MUST follow all the applicable instructions, including the deadline, provided by your intermediary. See “Appointment of a third party as proxy” and “How to attend the meeting” below.

Registered shareholders may vote in person or online, as applicable, during the meeting, as further described below under “How to attend the meeting”.

Do not complete and return the proxy form in advance.

Beneficial shareholders

Registered shareholders

Returning the form

The voting instruction form tells you how to return it to your intermediary.

Remember that your intermediary must receive your voting instructions in sufficient time to act on them, generally one day before the proxy deadline below.

Computershare must receive your voting

instructions from your intermediary by no later than the proxy deadline, which is 9:00 a.m. (Eastern) on April 5, 2024.

The enclosed proxy form tells you how to submit your voting instructions.

Computershare must receive your proxy, including any amended proxy, by no later than the proxy deadline which is 9:00 a.m. (Eastern) on April 5, 2024.

You may return your proxy in one of the following ways:

•    by mail, in the envelope provided.

•   using the internet. Go to www.investorvote.com and follow the instructions online.

Changing your vote

If you have provided voting instructions to your intermediary and change your mind about how you want to vote, or you decide to attend and vote at the annual meeting, contact your intermediary to find out what to do.

If your intermediary gives you the option of using the internet to provide your voting instructions, you can also use the internet to change your instructions, as long as your intermediary receives the new instructions in enough time to act on them before the proxy deadline. Contact your intermediary to confirm the deadline.

If you want to revoke your proxy, you must deliver a signed written notice specifying your instructions to one of the following:

•   our Corporate Secretary, by 5:00 p.m. (Eastern) on the last business day before the meeting (or any adjourned meeting reconvenes). Deliver to:

The Bank of Nova Scotia Executive Offices

ATTN: Julie Walsh, Senior Vice President, Corporate Secretary and Chief Corporate Governance Officer

40 Temperance Street

Toronto, Ontario, Canada

M5H 0B4

Email: corporate.secretary@scotiabank.com

•   Nicola Ray Smith, Regional Senior Vice President, Atlantic Region, by 5 p.m. (Eastern) on the last business day before the meeting (or any adjourned meeting reconvenes). Deliver to:

The Bank of Nova Scotia Head Office

ATTN: Nicola Ray Smith, Regional Senior Vice President

1709 Hollis Street

Halifax, Nova Scotia, Canada

B3J 1W1

•    the Chair of the meeting, before the meeting starts or any adjourned meeting reconvenes.

You can also revoke your proxy in any other way permitted by law. You can change your voting instructions by voting again using the internet. Your voting instructions must be received by Computershare by the proxy deadline noted above, or by voting at the meeting.

APPOINTMENT OF A THIRD PARTY AS PROXY

Your form of proxy or voting instruction form names Aaron Regent and Scott Thomson, each a director of the bank, as your proxyholder. You may appoint anyone as your proxyholder to represent you at the meeting. Your proxyholder does not have to be a shareholder of the bank. Your proxyholder must attend the meeting and vote for you. Beneficial shareholders who wish to attend the meeting in person or online MUST appoint themselves as proxyholder.

We reserve the right to accept late proxies and to waive or extend the proxy deadline with or without notice but are under no obligation to accept or reject a late proxy.

Additional information for appointing a third party as proxy if attending the meeting online

Shareholders who wish to appoint someone other than the Scotiabank proxyholders as their proxyholder to attend and participate at the meeting online and vote their shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder AND register that proxyholder as described below. This includes beneficial shareholders who wish to appoint themselves as proxyholder to attend, participate in, or vote at the meeting. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a user name that is required to vote online at the meeting.

Step 1: Submit your form of proxy or voting instruction form: To appoint someone other than the Scotiabank proxyholders as your proxyholder, insert that person’s name in the blank space provided in the form of proxy or voting instruction form (if permitted), and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

If you are a beneficial shareholder located outside of the United States and wish to vote online during the meeting, you MUST insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all the applicable instructions provided by your intermediary, AND register yourself as your proxyholder, as described below. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions below under the heading “How to attend the meeting.”

If you are a beneficial shareholder located in the United States and wish to vote online during the meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described below under “How to attend the meeting”, you MUST obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting instruction form sent to you or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Computershare. Requests for registration from beneficial shareholders located in the United States that wish to vote online at the meeting or, if permitted, appoint a third party as their proxyholder must be sent by email or by courier to: USLegalProxy@computershare.com (if by email), or Computershare, Attention: Proxy Dept., 8th Floor, 100 University Avenue, Toronto, ON M5J 2Y1, Canada (if by courier), and in both cases, must be labeled “Legal Proxy” and received no later than the voting deadline of 9:00 a.m. (Eastern) on April 5, 2024.

Step 2: Register your proxyholder: To register a third-party proxyholder to attend the meeting online, shareholders must visit http://www.computershare.com/BNS by 9:00 a.m. (Eastern) on April 5, 2024 and provide Computershare with the required proxyholder contact information OR follow the instructions provided by your intermediary on your voting instruction form so that Computershare may provide the proxyholder with a user name via email. Without a user name, proxyholders will not be able to vote at the meeting but will be able to participate as a guest.

Shareholders who wish to appoint a proxyholder to attend the meeting in person on their behalf are not required to complete this additional registration process.

HOW TO ATTEND THE MEETING

Scotiabank is holding the meeting at the Scotiabank Centre in downtown Toronto and offering a simultaneous live webcast of the event. Shareholders and their proxyholders will be able to choose to attend the meeting either in person or online.

Attending in person

The meeting will take place at the Scotiabank Centre on the second floor of Scotia Plaza at 40 King Street West in Toronto. Only shareholders and duly appointed proxyholders will be granted access to the in-person meeting. All other guests will be able to attend the meeting online as described below under ‘Attending online’. If you are attending the meeting in person, proof that you are a shareholder or a duly appointed proxyholder will be verified at the registration table. Please visit scotiabank.com/annualmeeting in advance of the meeting for the most current information about attending the meeting in person.

Attending online

A simultaneous webcast of the meeting will also be offered to allow shareholders to attend the meeting online, vote their shares and submit questions.

To join the webcast, log in online at https://web.lumiagm.com/404563185. You may log in up to one hour before the meeting starts.

•  Registered shareholders and duly appointed proxyholders should click “Login” and then enter their control number/user name (see below) and the password “bns2024” (case sensitive).

•  Guests, including beneficial shareholders who have not duly appointed themselves as proxyholder and who do not have a user name, should click “Guest” and complete the online form.

If you are attending the meeting online, you must log in as a registered shareholder or duly appointed proxyholder to vote and ask questions. If you log in as a guest, you will not be able to vote or ask questions online at the meeting.

Duly appointed proxyholders

Registered shareholders

Control number/username

Computershare will provide the proxyholder with a user name by email after the proxy voting deadline has passed and the proxyholder has been duly appointed AND registered as described previously in “Additional information for appointing a third party as proxy if attending the meeting online”.

The control number located on the form of proxy or in the email notification you received is your control number.

If you attend the annual meeting online, it is important that you are connected to the internet at all times during the meeting in order to vote at the designated times. It is your responsibility to ensure connectivity for the duration of the meeting. You should allow ample time to check into the annual meeting and complete the related procedures.

The Lumi platform is supported on Android 9+, iOS 1+, Chrome, Safari, Edge, or Firefox. Internet Explorer is not supported. Internal network security protocols, including firewalls and VPN connections, may block access to the Lumi platform. If you are experiencing any difficulty connecting or watching the meeting, ensure your VPN setting is disabled or use a computer on a network not restricted to the security settings of your organization. For further assistance, you may contact Lumi technical support at support-ca@lumiglobal.com, which is available starting one hour prior to the meeting.

For additional information about attending the meeting online, refer to our AGM user guide which will be available at scotiabank.com/annualmeeting. For general proxy matters or additional shareholder information and questions, contact Computershare at 1-877-982-8767 (toll free) or (514) 982-7555 (international).

In the event of a technical malfunction or other significant problem that disrupts the live webcast of the meeting, the Chair of the meeting will continue the meeting in person, so long as a quorum of shareholders is represented at the meeting.

VOTING AT THE MEETING

Registered shareholders and duly appointed proxyholders can vote at the appropriate times during the meeting if they have not done so in advance of the meeting. Please see “Voting at the annual meeting” set out in the chart in the preceding section “How to vote” for details on how to vote at the meeting.

SUBMITTING QUESTIONS AT THE MEETING

As in years past, the board and senior management will be available for questions from shareholders and duly appointed proxyholders. As part of our ongoing stakeholder engagement, questions may be submitted in advance of the meeting by contacting the Corporate Secretary by email or mail at the contact information provided on the back cover of this circular. Questions submitted in advance must be received by 9:00 a.m. (Eastern) on April 8, 2024 to be included in the meeting.

Questions may also be asked by shareholders and duly appointed proxyholders at the meeting. It is recommended that shareholders and duly appointed proxyholders attending the meeting online submit their questions as soon as possible during the meeting so they can be addressed at the appropriate time. Shareholders and duly appointed proxyholders attending the meeting in person will also have the opportunity to ask questions.

As this is a shareholders’ meeting, only shareholders and duly appointed proxyholders may ask a question during the question period.

The board and senior management will answer questions relating to matters to be voted on before a vote is held on each matter, if applicable. General questions will be addressed at the end of the meeting during the question period.

Shareholders who have submitted proposals for the meeting will have the opportunity to present their proposals at the appropriate time during the meeting.

The Chair of the meeting reserves the right to refuse questions he deems irrelevant to the business of the meeting or otherwise inappropriate. The Chair has broad authority to conduct the meeting in a manner that is fair to all shareholders and may exercise discretion in the order in which questions are asked and the amount of time devoted to any one question. Any questions that cannot be answered during the meeting and that have been properly put before the annual meeting will be answered as soon as practical after the meeting and posted online at scotiabank.com/annualmeeting.

HOW YOUR PROXYHOLDER WILL VOTE

Your proxyholder must vote according to the instructions you provide on your proxy form or voting instruction form. For directors and the appointment of the auditor, you may either vote for or withhold. For the advisory resolution on our approach to executive compensation you may vote for or against. For shareholder proposals, you may vote for, against, or abstain. If you do not specify how you want to vote, your proxyholder can vote your shares as they wish. Your proxyholder will also decide how to vote on any amendment or variation to any item of business in the notice of meeting or any new matters that are properly brought before the meeting, or any postponement or adjournment.

If you properly complete and return your proxy form or voting instruction form, but do not appoint a different proxyholder and do not specify how you want to vote, Aaron Regent or Scott Thomson will vote for you as follows:

•   for the election of the nominated directors to the board

•    for the appointment of the auditor

•   for the advisory resolution on our approach to executive compensation

•    against the shareholder proposals.

CONFIDENTIALITY

To keep voting confidential, Computershare counts all proxies. Computershare only discusses proxies with us when legally necessary, when a shareholder clearly intends to communicate with management, or when there is a proxy contest.

QUORUM

A minimum of 25% of all eligible votes must be represented at the meeting for it to take place.

VOTING RESULTS

We will post the voting results (including details about the percentage of support received for each item of business) on our website and file them with securities regulators after the meeting.

RECEIVING SHAREHOLDER MATERIALS BY EMAIL

Shareholders are encouraged to sign up to receive shareholder materials by email, including this circular, as follows:

•    Beneficial owners may go to www.proxyvote.com, use the control number provided on the voting instruction form and click on ‘Delivery Settings’ to enroll

•    Registered shareholders who hold share certificates or receive statements from a direct registration system may go to www.investorcentre.com and click on ‘Receive Documents Electronically’ to enroll.

QUESTIONS?

If you have questions or need assistance, please contact:

•   Computershare – see back cover of this circular for their contact information; or

•   Kingsdale Advisors at 1-855-476-7988 (toll-free in North America) or 1-416-623-2512 (call and text enabled outside North America) or email contactus@kingsdaleadvisors.com.

This year 14 directors are proposed for election to our board. Each nominee was elected at the last annual meeting of shareholders on April 4, 2023, except Michael Medline and Sandra Stuart, who joined the board on September 1, 2023.

Each director brings a range of skills, experience, and knowledge to the table. As a group, they have been selected based on their integrity, collective skills, and ability to contribute to the broad range of issues the board considers when overseeing our business and affairs. You can learn more about our expectations for directors and how the board functions beginning on page 26.

INDEPENDENCE

Having an independent board is one of the ways we make sure the board can operate independently of management and make decisions in the best interests of Scotiabank. Thirteen of our fourteen (93%) director nominees are independent and have never served as an executive of the bank. As the bank’s President and Chief Executive Officer (President and CEO), Scott Thomson is the only non-independent director.

DIVERSITY

Each director has a wealth of experience in leadership and strategy development. We believe that an important part of board effectiveness includes the unique perspectives of our directors resulting from the combination and diversity of their experience, perspectives, gender, gender identity or gender expression, age, sexual orientation, ethnicity, geographic background, and personal characteristics, along with membership within equity-deserving groups including women, People of Colour, Indigenous peoples, and people with disabilities. Read about our board diversity policy on pages 48 and 49 and how our directors’ skills and experience are represented starting on page 15.

Key skills and experience           Language skills2

TENURE AND TERM LIMITS

Balancing the combination of longer-serving directors with newer directors allows the board to have the insight of experience while also being exposed to fresh perspectives. Our average board tenure is 5.6 years (you can read more about tenure and term limits on page 51).

1  Diverse directors include those who identify as women, People of Colour, Indigenous peoples, and/or people with disabilities. Five of the nominated directors identify as women and two identify as People of Colour.

2  Our skills matrix asks directors to identify language skills across 10 languages. Data reflects directors who have identified intermediate or fluent skills within the languages listed.

Each director has provided the information about the Scotiabank shares they own or over which they exercise control or direction. This information and the details about the director deferred share units (DDSUs) they hold are as of October 31, 2023. The value of common shares and DDSUs is calculated using $56.15 (the closing price of our common shares on the Toronto Stock Exchange (TSX) on October 31, 2023) for 2023 and $65.85 (the closing price of our common shares on the TSX on October 31, 2022) for 2022. The equity ownership requirement is five times the equity portion of the annual retainer: $975,000 for directors and $1,750,000 for the Chair. Directors have five years from the date of their appointment to meet this requirement. The Independent Chair has five years from the date of their appointment as Chair to meet this requirement. The multiples in the profiles below are based on the ownership requirement in place in each year.

The attendance figures reflect the number of board and committee meetings held in fiscal 2023 and each nominee’s attendance for the time they served as a director or committee member.

We have robust director
equity ownership

requirements. See
page 25 for details.

Aaron W. Regent

Toronto, Ontario, Canada

Age 58 | Director since 2013

Independent

2023 votes for: 95.76%

Not eligible for

re-election in April 2028

Aaron Regent is Chair of the Board of Scotiabank. He is the Founder, Chairman, and Chief Executive Officer of Magris Performance Materials Inc., a leading North American performance materials company. He was President and Chief Executive Officer of Barrick Gold Corporation from January 2009 to June 2012. Previously, Mr. Regent was Senior Managing Partner of Brookfield Asset Management, Co-Chief Executive Officer of the Brookfield Infrastructure Group, an asset management company, and President and Chief Executive Officer of Falconbridge Limited. Mr. Regent holds a B.A. from the University of Western Ontario. He is a Chartered Accountant and a Fellow of CPA Ontario.

KEY SKILLS & EXPERIENCE

OVERALL BOARD AND COMMITTEE ATTENDANCE: 36 of 36 / 100%

Board

Audit and conduct review

Corporate governance

Human capital and compensation

Risk

EQUITY OWNERSHIP

2023

2022

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

Nutrien Ltd. (2018 – present)

Nora A. Aufreiter

Toronto, Ontario, Canada

Age 64 | Director since 2014

Independent

2023 votes for: 97.50%

Not eligible for

re-election in April 2030

Nora Aufreiter is a corporate director and a former senior partner of McKinsey and Company, an international consulting firm. Throughout her 27-year career at McKinsey, she held multiple leadership roles, including Managing Director of McKinsey’s Toronto office and leader of the North American Digital and Omni Channel service line, and was a member of the firm’s global personnel committees. She has worked extensively in Canada, the United States, and internationally, serving her clients in consumer-facing industries including retail, consumer and financial services, energy, and the public sector. Ms. Aufreiter holds a B.A. (Honours) in business administration from the Ivey Business School at the University of Western Ontario and an M.B.A. from Harvard Business School. In 2011, she was recognized by the Women’s Executive Network as one of “Canada’s Most Powerful Women: Top 100”. In June 2018, Ms. Aufreiter was awarded an honorary Doctor of Laws, honoris causa (LLD) at the University of Western Ontario.

KEY SKILLS AND EXPERIENCE

OVERALL BOARD AND COMMITTEE ATTENDANCE: 25 of 25 / 100%

Board

Human capital and compensation (Chair)

8 of 8 / 100%

EQUITY OWNERSHIP

common shares

and DDSUs

2023

2022

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

The Kroger Co. (2014 – present)

Guillermo E. Babatz

Mexico City, Mexico

Age 55 | Director since 2014

Independent

2023 votes for: 98.15%

Not eligible for

re-election in April 2029

Guillermo Babatz is the Managing Partner of Atik Capital, S.C., an advisory firm that specializes in structuring financial solutions for its clients. Previously, he was the Executive Chairman of Comision Nacional Bancaria y de Valores in Mexico from July 2007 to December 2012. Mr. Babatz holds a B.A. in economics from the Instituto Tecnologico Autonomo de Mexico in Mexico City and a Ph.D. in economics from Harvard University.

KEY SKILLS AND EXPERIENCE

Accounting and finance | Capital markets | Financial services | Public policy | Risk management

OVERALL BOARD AND COMMITTEE ATTENDANCE: 27 of 27 / 100%

Board

Human capital and compensation

Risk (Chair)

EQUITY OWNERSHIP

2023

2022

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

Fibra MTY, S.A.P.I. de C.V. (2015 – present)

Scott B. Bonham

Atherton, California, U.S.A.

Age 62 | Director since 2016

Independent

2023 votes for: 97.13%

Not eligible for

re-election in April 2028

Scott Bonham is a corporate director and co-founder of Intentional Capital, a privately-held real estate asset management company. From 2000 to 2015, he was co-founder of GGV Capital, an expansion stage venture capital firm with investments in the U.S. and China. Prior to GGV Capital, he served as Vice President of the Capital Group Companies, where he managed technology investments across several mutual funds from 1996 to 2000. Mr. Bonham has a B.Sc. in electrical engineering from Queen’s University and an M.B.A. from Harvard Business School.

OVERALL BOARD AND COMMITTEE ATTENDANCE: 22 of 22 / 100%

Board

4 of 4 / 100%

EQUITY OWNERSHIP

common shares

and DDSUs

2023

2022

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

Loblaw Companies Limited (2016 – present)

Magna International Inc. (2012 – 2021)

Daniel (Don) H. Callahan

Fairfield, Connecticut, U.S.A.

Age 67 | Director since 2021

Independent

2023 votes for: 97.20%

Not eligible for

re-election in April 2034

Daniel (Don) Callahan is a corporate director and serves as the Non-Executive Chairman of Time USA, LLC. From 2007 until his retirement in December 2018, Mr. Callahan held several officer roles at Citigroup, including most recently as Citigroup’s Chief Administrative Officer and Global Head of Operations, Technology and Shared Services. Prior to joining Citigroup, Mr. Callahan held various senior executive positions at Morgan Stanley and Credit Suisse. Earlier in his career, he spent 12 years at IBM, where he held a number of management positions, including Director of Strategy for IBM Japan. Mr. Callahan holds a B.A. in history from Manhattanville College, where he serves as Trustee Chair Emeritus.

KEY SKILLS AND EXPERIENCE

Environmental, social, and governance (ESG) matters | Financial services | Human capital management and executive compensation | Risk management | Technology

OVERALL BOARD AND COMMITTEE ATTENDANCE: 22 of 23 / 96%

Board

Risk

4 of 4 / 100%

6 of 6 / 100%

EQUITY OWNERSHIP

Total value as a multiple of equity ownership target1

Year

2023

0.6

2022

0.4

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

Tata Consultancy Services

(2019 – 2024)

1  Mr. Callahan has until 2026 to meet his equity holding requirement.

W. Dave Dowrich

Brooklyn, New York, U.S.A.

Age 56 | Director since 2022

Independent

2023 votes for: 97.52%

Not eligible for

re-election in April 2035

Dave Dowrich is Senior Executive Vice President and Chief Financial Officer of Teachers Insurance and Annuity Association of America (“TIAA”). Prior to joining TIAA in 2021, Mr. Dowrich served as CFO, International Businesses at Prudential Financial Inc., based in Tokyo, Japan. Prior to Prudential Financial, Mr. Dowrich held several executive positions with American International Group (“AIG”) from 2013 to 2020 in Japan and the U.S., including the role of Chief Financial Officer of AIG Japan and Asia Pacific. Previously, Mr. Dowrich held senior roles in investment banking at Goldman Sachs and Credit Suisse. He began his career as a pension consulting actuary in Toronto, Ontario. Mr. Dowrich has a B.Sc. in actuarial science and applied statistics from the University of Toronto and an M.B.A. in finance from the Wharton School of the University of Pennsylvania. He is a Fellow of the Society of Actuaries, an Associate of the Canadian Institute of Actuaries, and a Member of the American Academy of Actuaries.

OVERALL BOARD AND COMMITTEE ATTENDANCE: 24 of 24 / 100%

Board

Risk

6 of 6 / 100%

EQUITY OWNERSHIP

2023

2022

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

—

1  Mr. Dowrich has until 2027 to meet his equity holding requirement.

Michael B. Medline

Toronto, Ontario, Canada

Age 60 | Director since

September 2023

Independent

Appointed to the board after the 2023 annual meeting

Not eligible for

re-election in April 2036

Michael Medline has served as President & Chief Executive Officer of Empire Company Limited and Sobeys Inc. since January 2017. Mr. Medline is a proven leader with a strong track record of success in Canadian retail. Prior to his role at Empire, he also held senior retail leadership positions at Canadian Tire Corporation, including President & Chief Executive Officer. He began his career working with the Ontario Securities Commission, followed by two years practicing law with McCarthy Tétrault. He was Corporate Counsel for PepsiCo Canada before moving to Abitibi Consolidated Inc. where he held a variety of roles including Senior Vice President, Strategy and Corporate Development. Mr. Medline serves on the Board of Trustees for the Hospital for Sick Children. He is a board member of The BlackNorth Initiative, the Grocery Foundation, Huron University College at Western University, and The Sobey Foundation. He is former Chair of the Retail Council of Canada and the Grocery Foundation and was on the Board of SickKids Foundation and the Board of Governors for Canada’s Sports Hall of Fame. Mr. Medline holds an M.B.A. from Raymond A. Mason School of Business, William & Mary, an LL.B. from the University of Toronto, and a B.A. from Huron University College at Western University.

OVERALL BOARD AND COMMITTEE ATTENDANCE: 4 of 4 / 100%1

Board

Corporate governance

0 of 0 / 100%1

,2 

EQUITY OWNERSHIP

2023

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

Empire Company Limited (2017 – present)

1  Effective September 1, 2023, Mr. Medline joined the audit and conduct review committee and the corporate governance committee.

2  There was no meeting of the corporate governance committee between the time of Mr. Medline’s appointment and October 31, 2023.

3  Mr. Medline has until 2028 to meet his equity holding requirement.

Lynn K. Patterson

Toronto, Ontario, Canada

Age 62 | Director since 2020

Independent

2023 votes for: 98.16%

Not eligible for

re-election in April 2033

Lynn Patterson is a corporate director and served as Deputy Governor of the Bank of Canada (“BoC”) from May 2014 until her retirement from the BoC in July 2019. In this capacity, she was one of two deputy governors responsible for overseeing the BoC’s analysis and activities promoting a stable and efficient financial system. Prior to this, Ms. Patterson served as Special Adviser to the Governor and Senior Representative (Financial Markets) at the BoC’s Toronto Regional Office. Prior to joining the BoC, Ms. Patterson was President and Country Head for Bank of America Merrill Lynch Canada. She is a recipient of the Diamond Jubilee Medal as a builder and innovator in Canada’s investment industry. Ms. Patterson received an honours degree in Business Administration from the University of Western Ontario and is a Chartered Financial Analyst.

OVERALL BOARD AND COMMITTEE ATTENDANCE: 24 of 24 / 100%

Board

Audit and conduct review

Risk

2023

2022

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

—

Michael D. Penner

London, United Kingdom

Age 54 | Director since 2017

Independent

2023 votes for: 96.95%

Not eligible

for re-election in April 2030

Environmental, social, and governance (ESG) matters | Human capital management and executive compensation | 

Public policy | Retail/consumer | Risk management

OVERALL BOARD AND COMMITTEE ATTENDANCE: 22 of 22 / 100%

Board

Audit and conduct review

Corporate governance

EQUITY OWNERSHIP

2023

2022

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

—

Una M. Power

Vancouver, British Columbia, Canada

Age 59 | Director since 2016

Independent

2023 votes for: 97.98%

Not eligible for

re-election in April 2028

Una Power is a corporate director and the former Chief Financial Officer of Nexen Energy ULC, a formerly publicly-traded energy company. During her 24-year career with Nexen, Ms. Power held various executive positions with responsibility for financial and risk management, strategic planning and budgeting, business development, energy marketing and trading, information technology, and capital investment. Ms. Power holds a B.Comm. (Honours) from Memorial University and CPA, CA, and CFA designations. She has completed executive development programs at Wharton Business School and INSEAD.

OVERALL BOARD AND COMMITTEE ATTENDANCE: 27 of 27 / 100%

Board

Human capital and compensation
Risk

5 of 5 / 100%2

EQUITY OWNERSHIP

common shares

and DDSUs

2023

2022

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

TC Energy Corporation (2019 – present)

Teck Resources Limited (2017 – present)

Kinross Gold Corporation (2013 – 2019)

1  Effective December 1, 2022, Ms. Power ceased to be chair and a member of the audit and conduct review committee.

2  Effective December 1, 2022, Ms. Power was appointed as a member of the risk committee.

Calin Rovinescu, C.M.

Toronto, Ontario, Canada

Age 68 | Director since 2020

Independent

2023 votes for: 97.23%

Not eligible for

re-election in April 2033

Calin Rovinescu is a corporate director and a venture capital investor and senior advisor to several corporations. He served as President and Chief Executive Officer of Air Canada from April 2009 until his retirement on February 15, 2021 and held other senior roles at Air Canada from 2000 to 2004. From 2004 to 2009, Mr. Rovinescu was a Co-Founder and Principal of Genuity Capital Markets, an independent investment bank. Prior to 2000, he was the Managing Partner of the law firm Stikeman Elliott in Montreal. He is also a Senior Advisor to Brookfield Asset Management Inc. and Teneo. Mr. Rovinescu holds Bachelor of Law degrees from L’Université de Montréal and the University of Ottawa and has been awarded six Honorary Doctorates from universities in Canada, Europe, and the United States. In 2016, Mr. Rovinescu was recognized as Canada’s Outstanding CEO of the Year by Financial Post Magazine. In 2019, he was recognized by the Globe and Mail’s Report on Business Magazine as Strategist of the Year and as Canada’s Outstanding CEO of the Year for the second time. Mr. Rovinescu is a member of the Order of Canada and was inducted into the Canadian Business Hall of Fame in 2021.

KEY SKILLS AND EXPERIENCE

Capital markets | Environmental, social, and governance (ESG) matters | Human capital management and executive compensation | Retail/consumer | Risk management

OVERALL BOARD AND COMMITTEE ATTENDANCE: 25 of 25 / 100%

Board

Corporate governance (Chair)

Human capital and compensation

EQUITY OWNERSHIP

Total value as a

multiple of equity ownership target

Year

2023

1.8

2022

1.7

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS