Management proxy circular

You have received this management proxy circular because you owned Scotiabank common shares as of the close of business on February 7, 2023 (the record date), and are

entitled to vote at our annual meeting.

Management is soliciting your proxy for the annual meeting on April 4, 2023.

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 phone or in person by employees of Scotiabank, Computershare Trust Company of Canada (Computershare), our transfer agent, or either of our proxy solicitation firms; Laurel Hill Advisory Group and Kingsdale Advisors. We have retained Laurel Hill Advisory Group and Kingsdale Advisors to help us with this process at an estimated cost of $37,500 and $50,000, respectively.

Unless indicated otherwise, information in this management proxy circular (circular) is as of February 1, 2023 and all dollar amounts are in Canadian dollars.

DELIVERY OF MEETING MATERIALS

Notice and access

As permitted by the Canadian Securities Administrators 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/scotiabank2023), on SEDAR (www.sedar.com) and on EDGAR (www.sec.gov).

1

ABOUT THE

MEETING

Read about the items of
business and how

to vote your shares

2

GOVERNANCE

Learn about our
board’s governance

practices

3

EXECUTIVE
COMPENSATION

Find out what we paid

our senior executives
for 2022 and why

4

OTHER INFORMATION

Read additional disclosure about

the bank

5

SHAREHOLDER PROPOSALS

Read the proposals we received from shareholders and learn how and why we recommend voting in relation to each

Delivery of the annual report

How we deliver our annual report to you depends on whether you are a registered shareholder or a beneficial shareholder.

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. 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.

Registered shareholders

Registered shareholders who have not opted out of receiving our annual report will receive a physical copy, unless they have consented to electronic delivery (e-delivery). Please refer to “Receiving shareholder materials by e-mail” under “Information about voting” for more information on signing up to receive shareholder materials by e-mail.

Beneficial shareholders

As permitted under securities laws, we are using notice and access to deliver our annual report to beneficial shareholders. You may access the annual report online in the same manner as described in “How to access the circular electronically”. Physical copies of the annual report will also be provided to shareholders who have standing instructions to receive physical copies of meeting materials.

How to request a physical copy of materials provided to you through notice and access

Shareholders may request a physical copy of this circular or our annual report, at no cost, up to one year from the date the circular was filed on SEDAR. If you would like to receive a physical copy prior to the meeting, please follow the instructions provided in the notice or contact Computershare at the contact information provided on the back cover of this circular. A copy of the requested documents will be sent to you within three business days of your request. If you request a physical copy of any materials, you will not receive a new form of proxy or voting instruction form, so you should keep the original form sent to you in order to vote.

Questions?

If you have questions about notice and access or to request a physical copy of this circular or our annual report after the meeting at no charge, you can contact Computershare at the contact information provided on the back cover of this circular.

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 and meeting mean the annual meeting of common shareholders of the bank

FOR MORE INFORMATION

You can find financial information about Scotiabank in our 2022 consolidated financial statements and management’s discussion and analysis (MD&A). Please see our caution regarding forward-looking statements on page 16 of our 2022 annual report. 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 (www.sec.gov).

Copies of these documents, this circular and any document incorporated by reference, are available for free by writing to:

Corporate Secretary of The Bank of Nova Scotia

40 Temperance Street

Toronto, Ontario

Canada M5H 0B4

corporate.secretary@scotiabank.com

You can also communicate with our board of directors by writing to the Chair of the Board at chair.board@scotiabank.com.

1. RECEIVE FINANCIAL STATEMENTS

Our consolidated financial statements and MD&A for the year ended October 31, 2022, together with the auditors’ 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 12 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 13 and our majority voting policy on page 51.

The board

recommends you vote

for

each

nominated director

The board

recommends you vote

for

KPMG LLP

as our independent auditors

3. APPOINT AUDITORS

You will vote on appointing the independent auditors. The board assessed the performance and independence of KPMG LLP (KPMG) and recommends that KPMG be re-appointed as the shareholders’ auditors until the close of the next annual meeting. KPMG has served continuously as one of our auditors since 1992, and as our sole auditor since March 2006. Last year, the vote was 92.13% for KPMG as auditors. A representative 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 and is confident that there are no concerns regarding KPMG’s tenure and independence.

The board 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. The board also conducts an in-depth comprehensive review of our external auditor every five years using the standardized toolkit developed by CPA Canada/Canadian Public Accountability Board (CPAB). The board’s approach is consistent with the conclusions and recommendations from the CPA Canada/CPAB Enhancing Audit Quality initiative 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 CPAB toolkit was conducted in 2020 and raised no significant concerns with KPMG as the bank’s external auditor. Additionally, 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 rotated in 2021 and the corporate engagement partner rotated in 2022. Based on the audit and conduct review committee’s rigorous assessment of KPMG, the board concluded that KPMG should be recommended for re-appointment to shareholders at this annual meeting.

Auditors’ fees

The table below lists the services KPMG provides and the fees we paid to them for the fiscal years ended October 31, 2022 and 2021. The increase in audit fees was in line with labour market changes and also driven by an increase in scope of certain services. The audit and conduct review committee can pre-approve services as long as 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

34.6

28.4

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 93.64% for our approach to executive compensation. This strong vote support reflected our enhanced disclosure and extensive engagement strategy throughout 2021, which included an update on our shareholder engagement in 2021 in a letter to our shareholders from our Chair. This engagement approach continues to this day. You can read more about the bank’s approach to stakeholder engagement on page 41, as well as 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 2023 annual meeting of shareholders of the Bank.

The board

recommends you vote

for

our approach to

executive compensation

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 two 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 9, 2023. 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 51).

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 7, 2023, 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 are 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, 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

     1,191,751,567 on
     February 1, 2023,
     the date of this circular       

     1,191,756,260 on
     February 7, 2023,
     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, as applicable, but will be able to participate as a guest. 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 a.m. (Eastern) on March 31, 2023.

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 a.m. (Eastern) on March 31, 2023.

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 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, 40 Temperance Street, Toronto, Ontario, Canada M5H 0B4 Attention: Julie Walsh, Senior Vice President, Corporate Secretary and Chief Corporate Governance Officer, E-mail: 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, 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 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 at the meeting online.

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 and wish to vote during the meeting online, 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 during the meeting online 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 at the meeting online or, if permitted, appoint a third party as their proxyholder must be sent by e-mail or by courier to: USLegalProxy@computershare.com (if by e-mail), 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 a.m. (Eastern) on March 31, 2023.

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 March 31, 2023 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 e-mail. 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. In order to ensure the safety of the bank’s employees, shareholders and guests, all current COVID-19 regulations and guidance in place at the time of the meeting will be in effect on site. Please visit scotiabank.com/annualmeeting regularly for updates.

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/493909171. 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 “bns2023” (case sensitive).

OR

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

Duly appointed proxyholders

Registered shareholders

Control number/user name

Computershare will provide the proxyholder with a user name by e-mail 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 e-mail 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 procedure. For additional information about attending the meeting online:

_• refer to our AGM user guide which will be available at scotiabank.com/annualmeeting

_• visit lumiglobal.com/faq, which provides frequently asked questions along with access to a live chat for technical support in the event of difficulties accessing the meeting online

_• contact Computershare at 1-877-982-8767 (Toll Free) or (514) 982-7555 (International) for general proxy matters or additional shareholder information and questions.

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.

Although we are planning on also conducting the meeting in-person, the virtual meeting will be used as the sole method of participation in the event that COVID-19 restrictions in place at the time of the meeting prevent us from holding an in-person event.

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. Guests in attendance will not be able 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 e-mail or mail at the contact information provided on the back cover. Questions submitted in advance must be received by 9:00 a.m. (Eastern) on April 3, 2023 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 posted online as soon as practical after the meeting and answered 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 auditors, 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 shareholders’ auditors

_•    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 E-MAIL

Shareholders may sign up to receive shareholder materials by e-mail, 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?

Please contact Computershare with any questions. See the back cover for their contact information.

This year 12 directors are proposed for election to our board. Each nominee was elected at the last annual meeting of shareholders on April 5, 2022, except Dave Dowrich who joined the board on June 1, 2022. Brian Porter’s role as a director of the bank ended on the same date of his retirement as Chief Executive Officer, January 31, 2023. See section 3 for our discussion on Mr. Porter’s leadership. Susan Segal is not standing for re-election pursuant to our board term limits and retires at the close of our meeting. The board would like to thank Mr. Porter and Ms. Segal for their service and contributions to our bank.

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 25.

INDEPENDENCE

Eleven of our 12 (92%) director nominees are independent and have never served as an executive of the bank. Having an independent board is one of the ways we make sure the board is able to operate independently of management and make decisions in the best interests of Scotiabank. Scott Thomson is the only non-independent director as the bank’s President and Chief Executive Officer (President and CEO).

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 “designated groups”¹ including women, People of Colour, Indigenous peoples and persons with disabilities (read about our board diversity policy on page 47 and how our directors’ skills and experience are represented starting on page 14).

Key skills and experience                              Language Skills³

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 5.4 years (you can read more about tenure and term limits on page 50).

¹  The Employment Equity Act (Canada) defines “designated groups” as women, visible minorities, Aboriginal peoples, and persons with disabilities. We have chosen to use the terms People of Colour instead of visible minorities and Indigenous peoples instead of Aboriginal peoples when defining “designated groups” in the circular.

²  Diverse directors include those who have identified as women, People of Colour, Indigenous peoples and persons with disabilities. Four of the nominated directors identify as women and two identify as People of Colour.

³  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 exercise control or direction over. This information and the details about the director deferred share units (DDSUs) they hold are as of October 31, 2022. The value of common shares and DDSUs is calculated using $65.85 (the closing price of our common shares on the TSX on October 31, 2022) for 2022 and $81.14 (the closing price of our common shares on the TSX on October 29, 2021) for 2021. The equity ownership requirement is five times the equity portion of the annual retainer. In 2021, we increased this requirement from $725,000 to $975,000 for directors, and from $850,000 to $1,750,000 for the Chair commencing in the 2022 fiscal year. Directors have five years 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 2022 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 24 for details.

Aaron W. Regent

Toronto, Ontario, Canada

Age 57 | Director since 2013

Independent

2022 votes for: 97.1%

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 based industrial minerals 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 and 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 and is a chartered accountant and a Fellow of CPA Ontario.

KEY SKILLS & EXPERIENCE

OVERALL BOARD AND COMMITTEE ATTENDANCE: 35 of 35 / 100%

Board

Audit and conduct review

Corporate governance

Human capital and compensation

Risk

EQUITY OWNERSHIP

2022

2021

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

Nutrien Ltd. (2018 – present)

Potash Corporation of Saskatchewan Inc. (2015 – 2018)

Nora A. Aufreiter

Toronto, Ontario, Canada

Age 63 | Director since 2014

Independent

2022 votes for: 98.0%

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, 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. She was recognized in 2011 as one of “Canada’s Most Powerful Women: Top 100”. In June 2018, Ms. Aufreiter was awarded an Honorary Doctor of Laws at the University of Western Ontario.

KEY SKILLS AND EXPERIENCE

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

Board

Human capital and compensation (chair)

7 of 7 / 100%

EQUITY OWNERSHIP

common shares

and DDSUs

2022

2021

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

The Kroger Co. (2014 – present)

Guillermo E. Babatz

Mexico City, Mexico

Age 54 | Director since 2014

Independent

2022 votes for: 98.7%

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 (ITAM) 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: 25 of 25 / 100%

Board

Human capital and compensation

Risk (chair)

EQUITY OWNERSHIP

2022

2021

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 61 | Director since 2016

Independent

2022 votes for: 98.9%

Not eligible for

re-election in April 2028

Scott Bonham is a corporate director and the 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.

KEY SKILLS AND EXPERIENCE

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

Board

5 of 5 / 100%

EQUITY OWNERSHIP

common shares

and DDSUs

2022

2021

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 66 | Director since 2021

Independent

2022 votes for: 99.8%

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 Bachelor of Arts degree in history from Manhattanville College, where he serves as Trustee Chair Emeritus.

KEY SKILLS AND EXPERIENCE

OVERALL BOARD AND COMMITTEE ATTENDANCE: 23 of 23 / 100%

Risk

6 of 6 / 100%

EQUITY OWNERSHIP

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

Current board committee memberships

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

W. Dave Dowrich

Brooklyn, New York, U.S.A.

Age 55 | Director since

June 2022

Independent

Appointed to the board
after the 2022 annual
meeting

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 - College Retirement Equities Fund (TIAA). Prior to joining TIAA in 2021, Mr. Dowrich held a similar role for Prudential Financial’s International Businesses, based in Tokyo, Japan. Prior to Prudential Financial, Mr. Dowrich held several executive positions with 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.

KEY SKILLS AND EXPERIENCE

OVERALL BOARD AND COMMITTEE ATTENDANCE: 8 of 11 / 73%*

Board

Risk

1 of 2 / 50%*

EQUITY OWNERSHIP

2022

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

—

Effective June 1, 2022, Mr. Dowrich joined the audit and conduct review committee and the risk committee.

* Mr. Dowrich was unable to attend the October board and committee meetings due to emergency surgery and his corresponding recovery. The board has reviewed his attendance and has no concerns regarding his continued role on the board.

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

Lynn K. Patterson

Toronto, Ontario, Canada

Age 61 | Director since 2020

Independent

2022 votes for: 99.6%

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. Previous to her time at 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.

KEY SKILLS AND EXPERIENCE

OVERALL BOARD AND COMMITTEE ATTENDANCE: 23 of 23 / 100%

Board

Audit and conduct review

Risk

EQUITY OWNERSHIP

2022

2021

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

—

Michael D. Penner

London, United Kingdom

Age 53 | Director since 2017

Independent

2022 votes for: 98.6%

Not eligible

for re-election in April 2030

Michael Penner is a corporate director and an Operating Partner of Partners Group AG, a Swiss-based global private equity firm. In this capacity, he serves as the Chairman of Partners Group Canada, as well as several portfolio companies including United States Infrastructure Corporation, Enfragen Renewable Energy, and Careismatic Brands, Inc., a medical apparel company. Mr. Penner was Chairman of the Board of Directors of Hydro-Quebec from 2014 to 2018. He was previously the President and Chief Executive Officer of Peds Legwear prior to selling his company to Gildan Activewear Inc. in August 2016. Mr. Penner was instrumental in establishing the multi-disciplinary “Michael D. Penner Initiative on ESG” at the Universite de Montreal. He has also served on the Board of Directors of ICD Quebec, Les Grands Ballets Canadiens de Montreal and Selwyn House School. Mr. Penner holds a Bachelor of Arts degree from McGill University and a Juris Doctor from Hofstra University in New York.

KEY SKILLS AND EXPERIENCE

Environmental, social and governance (ESG) matters | Human resources 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

2022

2021

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

—

Una M. Power

Vancouver, British
Columbia, Canada

Age 58 | Director since 2016

Independent

2022 votes for: 97.7%

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 former publicly-traded energy company that is a wholly-owned subsidiary of CNOOC Limited. 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.

KEY SKILLS & EXPERIENCE

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

Board

7 of 7 / 100%

EQUITY OWNERSHIP

common shares

and DDSUs

2022

2021

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)

Calin Rovinescu, C.M.

Toronto, Ontario, Canada

Age 67 |  Director since 2020

Independent

2022 votes for: 98.3%

Not eligible for

re-election in April 2033

Calin Rovinescu is a corporate director, 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. Mr. Rovinescu was the Executive Vice President, Corporate Development & Strategy of Air Canada from 2000 to 2004, and also held the position of Chief Restructuring Officer during the airline’s 2003-2004 restructuring. 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. Mr. Rovinescu was Chair of the Star Alliance Chief Executive Board from 2012 to 2016 and Chair of the International Air Transport Association in 2014-2015. He is also a member of the Board of Directors of BCE Inc. and a Senior Advisor to Brookfield Asset Management Inc. and Teneo. Mr. Rovinescu holds Bachelor of law degrees from the Universite de Montreal and the University of Ottawa, and has been awarded six Honorary Doctorates from universities in Canada, Europe and the United States. Mr. Rovinescu was named the 14th Chancellor of the University of Ottawa in November 2015. In 2016, Mr. Rovinescu was recognized as Canada’s Outstanding CEO of the Year by the Financial Post Magazine. In 2019, he was recognized as Strategist of the Year and as Canada’s Outstanding CEO of the Year for the second time by the Globe and Mail’s Report on Business magazine. 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

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

Audit and conduct review

Corporate governance (chair)

EQUITY OWNERSHIP