Frankly Inc. — Capital/Financing Update 2020

Feb 18, 2020

This Pricing Supplement (the “Pricing Supplement”) together with the short form base shelf prospectus dated July 3, 2018, as amended or supplemented (the “Prospectus”) and the Prospectus Supplement thereto dated July 4, 2018 as amended or supplemented (the “Prospectus Supplement”) to which it relates, and each document incorporated by reference into such prospectus constitutes a public offering of securities only in the jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such securities. No securities commission or similar regulatory authority has in any way passed upon the merits of securities offered hereunder and any representation to the contrary is an offence. The Note Securities to be issued hereunder have not been, and will not be, registered under the United States Securities Act of 1933, as amended and, subject to certain exemptions, may not be offered, sold or delivered, directly or indirectly, in the United States of America to or for the account or benefit of U.S. persons.

Pricing Supplement No. ACCI1134 dated February 18, 2020

(to the short form base shelf prospectus dated July 3, 2018, as supplemented by the Prospectus Supplement entitled NBC Auto Callable Contingent Income Note Securities (no direct currency exposure; price return) Program dated July 4, 2018)

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NATIONAL BANK OF CANADA

NBC Auto Callable Contingent Income Note Securities (no direct currency exposure; price return) Program

NBC Auto Callable Contingent Income Note Securities (Maturity-Monitored Barrier) linked to the American market (USD), due on March 15, 2027

(non principal protected note securities)

Maximum US$12,000,000 (120,000 Note Securities)

No minimum amount of funds must be raised under this offering. This means that the Bank could complete this offering after raising only a small proportion of the offering amount set out above.

This Pricing Supplement supplements the short form base shelf prospectus dated July 3, 2018 relating to Can$4,500,000,000 Medium Term Notes of the Bank, as amended or supplemented, and the Prospectus Supplement dated July 4, 2018. If the information in this Pricing Supplement differs from the information contained in the Prospectus and/or the Prospectus Supplement, you should rely on the information in this Pricing Supplement. Holders should carefully read this Pricing Supplement, the Prospectus Supplement and the accompanying Prospectus to fully understand the information relating to the terms of the Note Securities and other considerations that are important to Holders. All three documents contain information Holders should consider when making their investment decision. The information contained in this Pricing Supplement and the accompanying Prospectus and Prospectus Supplement is current only as of the date of each.

The estimated initial value of the Note Securities as of the date of this Pricing Supplement is US$94.41 per US$100 of Principal Amount, which is less than the issue price. The estimated initial value is equal to 94.41% of the Principal Amount, being equivalent to a US$0.80 annual discount over the term of the Note Securities. The actual value of the Note Securities at any time will reflect many factors, cannot be predicted with accuracy and may be less than this amount. We describe our determination of the estimated initial value in more detail in the Prospectus. The Independent Dealer did not participate in the preparation of the estimated initial value for the Note Securities. See “Description of the Note Securities – Estimated Initial Value of Linked Note Securities” in the Prospectus.

The Note Securities differ from conventional debt and fixed income investments; repayment of the entire Principal Amount is not guaranteed. The Note Securities entail downside risk and are not designed to be alternatives to conventional debt or fixed income investments or money market instruments.

The Note Securities are non principal protected note securities and the Holder may receive an amount that is less than the Principal Amount over the term of the Note Securities. For greater certainty, throughout this Pricing Supplement, “maturity” wherever used herein, shall include Maturity Date, Call Date and Special Reimbursement Date.

The Note Securities constitute direct, unsecured and unsubordinated debt obligations of the Bank ranking pari passu with all other present and future unsecured and unsubordinated indebtedness of the Bank. The Note Securities will not constitute deposits that are insured under the Canada Deposit Insurance Corporation Act or any other deposit insurance regime designed to ensure the payment of all or a portion of a deposit upon insolvency of the deposit taking institution.

Amounts paid to Holders will depend on the performance of the Reference Portfolio. None of the Bank, its affiliates, the Dealers, or any other person or entity guarantees that Holders will receive an amount equal to their original investment in the Note Securities or guarantees that any return will be paid on the Note Securities. Since the Note Securities are not protected and the Principal Amount will be at risk (other than the minimum Maturity Redemption Payment of 1% of the Principal Amount), it is possible that Holders could lose some or substantially all of their original investment in the Note Securities. See “Risk Factors” in the Prospectus Supplement and the Prospectus.

The Note Securities are redeemable automatically on a Call Date depending on the performance of the Reference Portfolio. In addition, the Note Securities may be redeemed by the Bank pursuant to a Reimbursement Under Special Circumstances. See “Description of the Note Securities – Reimbursement Under Special Circumstances and Payment” in the Prospectus.

The Note Securities are not redeemable prior to the Maturity Date except on a Call Date, and except by the Bank pursuant to a Reimbursement Under Special Circumstances. See “Description of the Note Securities – Reimbursement Under Special Circumstances and Payment” in the Prospectus. The Note Securities will not be listed on any securities exchange or quotation system. National Bank Financial Inc. intends to maintain, under normal market conditions, a daily secondary market for the Note Securities. National Bank Financial Inc. may stop maintaining a market for the Note Securities at any time without any prior notice to Holders. There can be no assurance that a secondary market will develop or, if one develops, that it will be liquid. Moreover, Holders selling their Note Securities prior to maturity may be subject to certain fees. See “Secondary Market for the Note Securities” in the Prospectus Supplement.

The Reference Asset Return for the Reference Asset is a price return, and will not take into account dividends and/or distributions paid by the issuer on account of the Reference Asset. As of February 13, 2020, the dividends and/or distributions paid on account of the Reference Asset in the Reference Portfolio represented an annual indicative yield of 1.86%, representing an aggregate yield of approximately 13.02% over the term of the Note Securities, assuming that the yield remains constant and the dividends and/or distributions are not reinvested.

National Bank Financial Inc. is an indirect wholly-owned subsidiary of the Bank. As a result, the Bank is a “related issuer” and a “connected issuer” of National Bank Financial Inc. within the meaning of the securities legislation of certain provinces of Canada. See “Plan of Distribution” in the Prospectus Supplement and in the Prospectus.

Issuer:	National Bank of Canada
Note Securities	NBC Auto Callable Contingent Income Note Securities (Maturity-Monitored Barrier)
Offered:	linked to the American market (USD), due on March 15, 2027
Principal Amount:	US$100
Minimum	US$1,000 (10 Note Securities)
Subscription:

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Auto Callable Contingent Income type:

Maturity-Monitored Barrier

Issuance Date:

March 13, 2020, subject to postponement in certain circumstances as described in the Prospectus Supplement and the Prospectus.

Maturity Date:

March 15, 2027

Reference Portfolio:

Reference Asset name	Reference Asset ticker	Price Source	Closing Level	Reference Asset type	Reference Asset Weight
Units of the SPDR® S&P 500® ETF Trust	SPY	NYSE Arca	Closing price	Exchange- traded fund	100.00%

Moreover, the Note Securities constitute Fund Linked Note Securities under the Prospectus.

Initial Level: Closing Level on the Issuance Date .

Currency:

American dollars

Maturity Redemption Payment:

The Maturity Redemption Payment per Note Security will be as follows:

• (i) if the Reference Portfolio Return is equal to or higher than the Call Threshold on a Call Valuation Date, the Note Securities will be automatically called on the applicable Call Date and the Maturity Redemption Payment will be equal to US$100 x [1 + Variable Return]; or

• (ii) if the Note Securities are not automatically called and the Reference Portfolio Return is positive on the Final Valuation Date, the Maturity Redemption Payment will be equal to US$100 x [1 + Variable Return]; or

• (iii) if the Note Securities are not automatically called and the Reference Portfolio Return is nil or negative but equal to or higher than the Barrier on the Final Valuation Date, the Maturity Redemption Payment will be equal to US$100; or

• (iv) if the Note Securities are not automatically called and the Reference Portfolio Return is negative and lower than the Barrier on the Final Valuation Date, the Maturity Redemption Payment will be equal to US$100 x [1 + Reference Portfolio Return].

Except for the Coupon Payments during the term of the Note Securities, investors should understand from the foregoing that they will be entitled to a single payment under the Note Securities on either the Maturity Date or a Call Date. If the Note Securities are automatically called, the investment in the Note Securities will terminate as of the applicable Call Date and as such, Holders will receive the Maturity Redemption Payment applicable to such Call Date and not the Maturity Redemption Payment that they would have otherwise been entitled to on a subsequent Call Date or on the Maturity Date if the Note Securities had not been called.

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Notwithstanding the foregoing, the Maturity Redemption Payment will be subject to a minimum of 1% of the Principal Amount.

Call Thresholds:

Call Dates:

Call Valuation Dates:

Final Valuation Date:

Variable Return:

Valuation Date type	Valuation Date	Call Threshold	Call Dates
Call Valuation Date 1	September 4, 2020	10.00%	September 14, 2020
Call Valuation Date 2	March 8, 2021	10.00%	March 15, 2021
Call Valuation Date 3	September 3, 2021	10.00%	September 13, 2021
Call Valuation Date 4	March 7, 2022	10.00%	March 14, 2022
Call Valuation Date 5	September 6, 2022	10.00%	September 13, 2022
Call Valuation Date 6	March 6, 2023	10.00%	March 13, 2023
Call Valuation Date 7	September 6, 2023	10.00%	September 13, 2023
Call Valuation Date 8	March 6, 2024	10.00%	March 13, 2024
Call Valuation Date 9	September 6, 2024	10.00%	September 13, 2024
Call Valuation Date 10	March 6, 2025	10.00%	March 13, 2025
Call Valuation Date 11	September 8, 2025	10.00%	September 15, 2025
Call Valuation Date 12	March 6, 2026	10.00%	March 13, 2026
Call Valuation Date 13	September 4, 2026	10.00%	September 14, 2026
Final Valuation Date	March 8, 2027	N/A	Maturity Date

The dates indicated as such in the Call Thresholds table above.

The dates indicated as such in the Call Thresholds table above, subject to postponement in certain circumstances as described in the Prospectus Supplement and the Prospectus.

The date indicated as such in the Call Thresholds table above, subject to postponement in certain circumstances as described in the Prospectus Supplement and the Prospectus.

A percentage calculated as follows :

• (i) where the Reference Portfolio Return on a given Call Valuation Date or Final Valuation Date is less than or equal to the Variable Return Threshold, the Variable Return will be equal to 0%; or

• (ii) where the Reference Portfolio Return on a given Call Valuation Date or Final Valuation Date is greater than the Variable Return Threshold, the Variable Return will be equal to the product of (i) the Participation Factor and (ii) the amount by which the Reference Portfolio Return exceeds the Variable Return Threshold.

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Variable Return 0.00% Threshold:

Participation Factor: 0.00%

Potential Coupon Payments:

Provided that the Reference Portfolio Return is equal to or higher than the Coupon Payment Threshold on the applicable Coupon Payment Valuation Date, Holders will be entitled to receive Coupon Payments of US$2.50 (equivalent to 2.50% of the Principal Amount of each Note Security) on each Coupon Payment Date.

Coupon Payment Valuation Dates	Coupon Payment Threshold	Coupon Payments	Coupon Payment Dates
September 4, 2020	-30.00%	US$2.50	September 14, 2020
March 8, 2021	-30.00%	US$2.50	March 15, 2021
September 3, 2021	-30.00%	US$2.50	September 13, 2021
March 7, 2022	-30.00%	US$2.50	March 14, 2022
September 6, 2022	-30.00%	US$2.50	September 13, 2022
March 6, 2023	-30.00%	US$2.50	March 13, 2023
September 6, 2023	-30.00%	US$2.50	September 13, 2023
March 6, 2024	-30.00%	US$2.50	March 13, 2024
September 6, 2024	-30.00%	US$2.50	September 13, 2024
March 6, 2025	-30.00%	US$2.50	March 13, 2025
September 8, 2025	-30.00%	US$2.50	September 15, 2025
March 6, 2026	-30.00%	US$2.50	March 13, 2026
September 4, 2026	-30.00%	US$2.50	September 14, 2026
March 8, 2027	-30.00%	US$2.50	March 15, 2027
Potential sum of Coupon Payments over the term of the Note Securities		US$35.00

Coupon Payment Semi-annually Frequency:

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Coupon Payment As set forth under the column entitled “Coupon Payment Valuation Dates” in the table Valuation Dates: above, subject to postponement in certain circumstances as described in the Prospectus Supplement and the Prospectus. Coupon Payment As set forth under the column entitled “Coupon Payment Threshold” in the Potential Threshold: Coupon Payments table above. Coupon Payment As set forth under the column entitled “Coupon Payment Dates” in the Potential Coupon Dates: Payments table above, subject to postponement in certain circumstances as described in the Prospectus Supplement and the Prospectus. Barrier: -30.00% Selling commission: US$2.50 per Note Security (2.50% of the Principal Amount of each Note Security sold). Dealers: National Bank Financial Inc. and CIBC World Markets Inc. (the “Dealers”). CIBC World Markets Inc. will act as Independent Dealer. The Dealers will act as agents in connection with the offering and sale of the Note Securities. Independent Dealer Up to US$0.15 per Note Security (up to 0.15% of the Principal Amount of each Note Fee: Security sold). Early Trading US$3.60 per Note Security, declining every 10 days by US$0.30 to be US$0.00 after 120 Charge: days from and including the Issuance Date. Fees affecting the The Closing Level of the Reference Asset used to calculate the Reference Portfolio Return Closing Level of the will be net of the fees and expenses charged by or assumed by the Reference Fund, which Reference Asset: will therefore be indirectly assumed by investors in the Note Securities. Such fees and expenses include annual management fees payable by the Reference Fund to its trustee and/or investment advisor, operating expenses and transaction costs of the Reference Fund including brokerage commissions payable on the purchase and sales of the securities held by the Reference Fund. See the disclosure of the fees and expenses in the Reference Fund’s continuous disclosure materials (which are not incorporated herein by reference).

As of January 16, 2020, the annual ordinary operating expenses payable by the Reference Fund represented an annual rate of approximately 0.10% of the Reference Fund’s net asset value. Eligibility for Eligible for RRSPs, RRIFs, RESPs, RDSPs, DPSPs and TFSAs. See “Eligibility for Investment: Investment” in the Prospectus. Credit Rating: The Note Securities have not been rated by any rating agencies. The long-term senior debt obligations of the Bank that are not subject to Bail-In Conversion under the Bail-In Regulations (the “Long-Term Non Bail-inable Senior Debt”) are, at the date of this Pricing Supplement, rated AA (low) by DBRS, A by S&P, Aa3 by Moody’s and AA- by Fitch Ratings. There can be no assurance that, if the Note Securities were specifically rated by these agencies, they would have the same ratings as the Long-Term Non Bailinable Senior Debt of the Bank. A credit rating is not a recommendation to buy, sell or hold investments, and may be subject to revision or withdrawal at any time by the relevant rating agency.

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Form of the Note The Note Securities will be issued as Uncertificated Note Securities. See “Description of Securities: the Note Securities – Form, Registration and Transfer of Note Securities” in the Prospectus and “Description of the Note Securities – Form of Note Securities” in the Prospectus Supplement.

Fundserv: NBC21105 Timely Information The Bank will seek to make available at www.nbcstructuredsolutions.ca certain on the Note information regarding the Note Securities. Such information is provided for information Securities: purposes only and will not be incorporated by reference into this Pricing Supplement.

REFERENCE ASSET

The following contains a brief description of the issuer of the Reference Asset, the index it seeks to replicate and tables illustrating the historical price performance and historical volatility of the Reference Asset.

See “Public Information – Fund Linked Note Securities” in the Prospectus. All data and information below is sourced from Bloomberg and/or publicly available sources.

This information is derived solely from publicly available information and none of the Bank, the Dealers or any of their respective affiliates makes any assurances, representations or warranties as to the accuracy, reliability or completeness of such information.

SPDR® S&P 500® ETF Trust

SPDR® S&P 500® ETF Trust (the “Reference Fund”) is an exchange traded fund. The Reference Fund seeks to provide investment results that, before expenses, correspond generally to the price and yield performance of the S&P 500® Index. The Reference Fund seeks to achieve its investment objective by holding a portfolio of the common stocks that are included in the S&P 500® Index, with the weight of each stock in such portfolio substantially corresponding to the weight of such stock in the S&P 500® Index. The Reference Fund is a unit investment trust that issues units. The Reference Fund is organized under New York law and is governed by an amended and restated trust agreement between the Trustee and PDR Services LLC, dated as of January 1, 2004 and effective as of January 27, 2004, as amended. Effective June 16, 2017, State Street Bank and Trust Company (“SSBT”) resigned as trustee of the Reference Fund. PDR Services, LLC, as sponsor of the Reference Fund, appointed State Street Global Advisors Trust Company, a wholly-owned subsidiary of SSBT, as trustee of the Reference Fund (the “Trustee”). The Reference Fund is an investment company registered under the Investment Company Act of 1940. Units represent an undivided ownership interest in a portfolio of all of the common stocks of the S&P 500® Index.

S&P 500® Index

The S&P 500® Index is a float-adjusted capitalization weighted index of 500 securities calculated under the auspices of the S&P Index Committee of S&P. At any moment in time, the value of the S&P 500® Index equals the aggregate market value of the available float shares outstanding in each of the component 500 securities, evaluated at their respective last sale prices on their respective listing exchange, divided by a scaling factor which yields a resulting index value in the reported magnitude.

Further information about the S&P 500® Index and its constituent issuers is available from S&P® on its website at www.spindices.com and information from this website is not incorporated by reference into this Pricing Supplement.

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Historical Reference Asset Data

The following table shows the calendar year and year-to-date (“YTD”) price performance of the Reference Asset which is included in the Reference Portfolio. The YTD price performance is as of February 13, 2020. Historical performance is not a guarantee of future performance. Each year is measured starting from the month of December of the previous year indicated. For example: the year 2019 below refers to the year as measured from December 31, 2018 to December 31, 2019.

	2010	2011	2012	2013	2014	201	5 2016	2017	2018	2019	YTD
Units of the SPDR® S&P 500® ETF Trust	12.87%	-0.22%	13.56%	29.57%	11.28%	-0.78	% 9.63%	19.38%	-6.35%	28.79%	4.72%

The following table shows the price performance of the Reference Asset included in the Reference Portfolio from the period beginning on February 13, 2010 and ending on February 13, 2020. The performance for periods that are less than one year is cumulative and is not annualized, and the performance for periods of one year or more is annualized. Historical performance is not a guarantee of future performance.

	1 mont	h 3 mo	nth 6 month	1 year	2 year	3 year	4 year	5 year	10 year
Units of the SPDR® S&P 500® ETF Trust	2.78%	9.05	% 15.21%	22.57%	12.57%	13.13%	15.92%	9.95%	12.05%

The following is a chart illustrating the historical 1-Year and 3-Month volatility of the Reference Asset from the period beginning on February 13, 2010 and ending on February 13, 2020. Historical volatility is not a guarantee of future volatility.

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Historical 1-Year & 3-Month Volatility of the units of the SPDR® S&P
500® ETF Trust
40%
3-month volatility
35%
1-year volatility
30%
25%
20%
15%
10%
5%
0%
February 10 February 11 February 12 February 13 February 14 February 15 February 16 February 17 February 18 February 19 February 20
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Volatility is the term used to describe the magnitude and frequency of the changes in a security’s value over a given time period. A higher volatility means that a security’s value can potentially be spread out over a larger range of values. This means that the price of the security can change dramatically over a short time period in either direction. A lower volatility means that a security’s value does not fluctuate dramatically, but changes in value at a steady pace over a period of time.

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INVESTMENT STRATEGY SUPPORTING A PURCHASE OF THE NOTE SECURITIES

NBC Auto Callable Contingent Income Note Securities (Maturity-Monitored Barrier)

You should consider a purchase of the Note Securities rather than alternative investments (including a direct purchase of the Reference Asset or exposure to it) if you expect that:

• (i) the Reference Portfolio Return will be equal to or higher than the Coupon Payment Threshold on the Coupon Payment Valuation Dates; and

• (ii) the Reference Portfolio Return will be equal to or higher than the Call Threshold on at least one Call Valuation Date or positive on the Final Valuation Date; or

• (iii) if the Reference Portfolio Return is lower than the Call Threshold on every Call Valuation Date and is negative on the Final Valuation Date, the Reference Portfolio Return will be equal to or higher than the Barrier on the Final Valuation Date.

If your expectations of the Reference Portfolio Return differ from these, you should consider alternative investments rather than an investment in the Note Securities.

SUITABILITY OF THE NOTE SECURITIES FOR INVESTORS

NBC Auto Callable Contingent Income Note Securities (Maturity-Monitored Barrier)

The Note Securities are not suitable for all investors. In determining whether the Note Securities are a suitable investment for you please consider that:

• (i) the Note Securities provide no guaranteed Coupon Payments and if the Reference Portfolio Return is lower than the Coupon Payment Threshold on a Coupon Payment Valuation Date, you will receive no Coupon Payment on the related Coupon Payment Date, and you will receive no Coupon Payments over the term of the Note Securities if this occurs on all Coupon Payment Valuation Dates;

• (ii) the Note Securities provide no protection for your original principal investment and if (i) the Reference Portfolio Return is lower than the Call Threshold on every Call Valuation Date and is lower than the Barrier on the Final Valuation Date, and (ii) the sum of the resulting Maturity Redemption Payment and the aggregate Coupon Payments paid during the term of the Note Securities is less than the Principal Amount, you will receive an amount which is less than your original principal investment over the term of the Note Securities;

• (iii) in a scenario where the Reference Portfolio Return is equal to or higher than the Call Threshold on a Call Valuation Date or positive on the Final Valuation Date, there will be no Variable Return paid if the Reference Portfolio Return on such date is not above the Variable Return Threshold;

• (iv) any positive Reference Portfolio Return in excess of the Variable Return Threshold on a Call Valuation Date or on the Final Valuation Date will be multiplied by a Participation Factor which will result in a Holder receiving less than 100% of such excess positive Reference Portfolio Return, if the Participation Factor is less than 100%;

• (v) your Note Securities will be redeemed automatically prior to the Maturity Date if on any Call Valuation Date the Reference Portfolio Return is equal to or higher than the Call Threshold;

• (vi) your investment strategy should be consistent with the investment features of the Note Securities;

• (vii) your investment time horizon should correspond with the term of the Note Securities; and

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• (viii) your investment will be subject to the risk factors summarized in the section “Risk Factors” in the Prospectus Supplement and the Prospectus.

ABOUT THE ISSUER OF THE REFERENCE ASSET

The issuer of the Reference Asset is a reporting issuer or the equivalent in the United States of America and is required to file periodically certain financial and other information specified by securities legislation. The information provided to or filed electronically with the securities regulatory authorities can be accessed through the EDGAR Database on the Securities and Exchange Commission’s website, a filing system that provides access to most public securities documents and information filed by public companies and investment funds with the Securities and Exchange Commission. The Securities and Exchange Commission’s website is www.sec.gov/edgar.shtml. See “Public Information – Fund Linked Note Securities” in the Prospectus.

This Pricing Supplement relates only to the Note Securities offered hereby and does not relate to the Reference Asset or other securities of the issuer of the Reference Asset. The Bank and the Dealers have not verified the accuracy or completeness of any information contained in such documents and information or determined if there has been any omission by the issuer of the Reference Asset to disclose any facts, information or events which may have occurred prior to or subsequent to the date as of which any information contained in such documents and information has been furnished by the issuer of the Reference Asset which may affect the significance or accuracy of any information contained in any such documents and information. Neither the Bank nor any Dealer makes any representation that such publicly available documents or any other publicly available information regarding the issuer of the Reference Asset or the Reference Asset are accurate or complete.

The issuer of the Reference Asset is not an affiliate of the Bank and its affiliates. The issuer of the Reference Asset has not participated in the preparation of this Pricing Supplement, does not take any responsibility or assume any liability with respect to the accuracy or completeness of any information contained herein and makes no representation regarding the advisability of purchasing the Note Securities.

The Note Securities are not in any way sponsored, endorsed, sold or promoted by the issuer of the Reference Asset. The issuer of the Reference Asset is not responsible for and has not participated in the determination of the timing, pricing or number of Note Securities to be issued. The issuer of the Reference Asset does not have any statutory liability with respect to the accuracy or completeness of any of the information contained in this Pricing Supplement and has no obligation or liability in connection with the administration, marketing or trading of the Note Securities. Investing in the Note Securities is not equivalent to investing directly in the Reference Asset. The issuance of the Note Securities is not a financing for the benefit of the issuer of the Reference Asset or any insiders of the issuer of the Reference Asset.

Prospective investors should independently investigate the issuer of the Reference Asset and decide whether an investment in the Note Securities is appropriate.

DOCUMENTS INCORPORATED BY REFERENCE

In addition to this Pricing Supplement, the following documents are specifically incorporated by reference into, and form an integral part of, the Prospectus as of the date of this Pricing Supplement:

• (i) the Audited Consolidated Financial Statements for the year ended October 31, 2019, which include comparative consolidated financial statements of the Bank for the year ended October 31, 2018, together with the Independent Auditor’s Report thereon;

• (ii) the Management’s Discussion and Analysis for the year ended October 31, 2019, as contained in the Bank’s 2019 Annual Report;

• (iii) the Bank’s Annual Information Form dated December 3, 2019; and

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• (iv) the Management Proxy Circular dated March 1, 2019 in connection with the Bank’s annual meeting of shareholders held on April 24, 2019.

MARKETING MATERIALS

Any template version of “marketing materials” (as defined in National Instrument 41-101 – General Prospectus Requirements ) filed with the securities regulatory authorities in each of the provinces of Canada in connection with this offering after the date or filing hereof but prior to the termination of the distribution of the Note Securities under this Pricing Supplement (including any amendments to, or an amended version of, the marketing materials) is deemed to be incorporated by reference herein. Any such marketing materials are not part of this Pricing Supplement to the extent that the contents of the marketing materials have been modified or superseded by a statement contained in an amendment to this Pricing Supplement.

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