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 4, 2023. Each of the matters is described in greater detail in the Notice of the 191st 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 12 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

564,799,596 97.50 % 14,495,611 2.50 %

Guillermo E. Babatz

568,581,251 98.15 % 10,713,956 1.85 %

Scott B. Bonham

562,662,387 97.13 % 16,632,818 2.87 %

Daniel (Don) H. Callahan

563,080,117 97.20 % 16,215,088 2.80 %

W. Dave Dowrich

564,904,575 97.52 % 14,390,630 2.48 %

Lynn K. Patterson

568,637,004 98.16 % 10,658,202 1.84 %

Michael D. Penner

561,628,800 96.95 % 17,666,406 3.05 %

Una M. Power

567,600,056 97.98 % 11,695,150 2.02 %

Aaron W. Regent

554,746,061 95.76 % 24,549,144 4.24 %

Calin Rovinescu

563,230,118 97.23 % 16,064,464 2.77 %

L. Scott Thomson

571,024,663 98.57 % 8,270,542 1.43 %

Benita M. Warmbold

551,986,405 95.29 % 27,300,561 4.71 %
2.

Appointment of Auditors

KPMG LLP were appointed as auditors of the Bank.

Votes For

% For Votes Withheld % Withheld

515,805,337

86.36% 81,463,836 13.64%
3.

Advisory vote on non-binding resolution on executive compensation approach

Votes For

% For Votes Against % Against

530,738,440

91.62% 48,554,860 8.38%
4.

Shareholder Proposal No. 1

Votes For

% For Votes Against % Against Abstentions*

95,476,442

17.49% 450,492,236 82.51% 33,315,998
5.

Shareholder Proposal No. 2

Votes For

% For Votes Against % Against Abstentions*

142,838,908

24.95% 429,548,514 75.05% 6,899,790
*

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.

2

Attachments

Disclaimer

The Bank of Nova Scotia published this content on 04 April 2023 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 04 April 2023 21:58:21 UTC.