REPORT OF VOTING RESULTS

in accordance with section 11.3 of National Instrument 51-102

Continuous Disclosure Obligations

The following matters were voted upon at the Annual Meeting of Shareholders of The Bank of Nova Scotia (the "Bank") held on April 5, 2022. Each of the matters is described in greater detail in the Notice of the 190th Annual Meeting of Shareholders and Management Proxy Circular available at www.scotiabank.com in the Investor Relations section.

1.

Election of Directors

Each of the 13 nominees listed in the Management Proxy Circular was elected as a Director of the Bank.

Nominee

Votes For % For Votes
Withheld
% Withheld

Nora A. Aufreiter

608,490,951 98.03 % 12,232,017 1.97 %

Guillermo E. Babatz

612,403,329 98.66 % 8,319,639 1.34 %

Scott B. Bonham

613,966,108 98.91 % 6,756,860 1.09 %

Daniel (Don) H. Callahan

619,293,476 99.77 % 1,429,492 0.23 %

Lynn K. Patterson

617,952,335 99.55 % 2,770,633 0.45 %

Michael D. Penner

611,928,595 98.58 % 8,794,372 1.42 %

Brian J. Porter

619,191,126 99.75 % 1,531,841 0.25 %

Una M. Power

606,244,468 97.67 % 14,478,500 2.33 %

Aaron W. Regent

602,495,245 97.06 % 18,227,722 2.94 %

Calin Rovinescu

610,389,563 98.34 % 10,333,405 1.66 %

Susan L. Segal

612,258,284 98.64 % 8,464,684 1.36 %

L. Scott Thomson

601,732,440 96.94 % 18,990,527 3.06 %

Benita M. Warmbold

613,355,588 98.81 % 7,367,380 1.19 %
2.

Appointment of Auditors

KPMG LLP were appointed as auditors of the Bank.

Votes For

% For

Votes Withheld

% Withheld

582,769,908

92.13% 49,800,830 7.87%
3.

Advisory vote on non-binding resolution on executive compensation approach

Votes For

% For

Votes Against

% Against

581,266,665

93.64% 39,456,297 6.36%
4.

Approval of amendments to the Stock Option Plan to increase the number of shares issuable under the plan

Votes For

% For

Votes Against

% Against

528,851,514

85.20% 91,870,542 14.80%
5.

Approval of amendments to the Stock Option Plan to amend the amending provisions of the plan

Votes For

% For

Votes Against

% Against

537,428,476

86.58% 83,293,605 13.42%
6.

Shareholder Proposal No. 1

Votes For

% For

Votes Against

% Against

Abstentions*

27,346,784

4.43% 590,500,687 95.57% 2,856,721
7.

Shareholder Proposal No. 2

Votes For

% For

Votes Against

% Against

Abstentions*

119,843,194

20.66% 460,295,362 79.34% 40,582,041
8.

Shareholder Proposal No. 3

Votes For

% For

Votes Against

% Against

Abstentions*

56,995,726

9.23% 560,228,245 90.77% 3,495,872
9.

Shareholder Proposal No. 4

Votes For

% For

Votes Against

% Against

Abstentions*

4,442,801

0.72% 613,392,292 99.28% 2,885,542
*

An abstention is counted as present for quorum purposes but is not counted as a vote cast in determining whether the requisite majority of votes cast has approved the proposal.

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Disclaimer

The Bank of Nova Scotia published this content on 05 April 2022 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 05 April 2022 17:57:07 UTC.