Ladies and gentlemen, please welcome Mr. Aaron Regent, Chairman of Scotiabank's Board of Directors. Mesdames et messieurs, accueillons Monsieur Aaron Regent, président du conseil d'administration de la Banque Scotia. Thank you. Good morning, everyone. As you just heard, my name is Aaron Regent, and I'm the Chairman of your board of directors. I'd like to begin our proceedings by acknowledging that we are gathered on the traditional territory of many Indigenous nations, including the Mississaugas of the Credit, the Anishinaabe, the Chippewa, the Haudenosaunee, and the Wendat peoples. I also recognize that many First Nations, Inuit, and Métis peoples now call these lands home, which are covered by Treaty 13 with the Mississaugas of the Credit. For those of you who are with us virtually, I acknowledge that you are joining us from traditional Indigenous lands from across Turtle Island and beyond. What this acknowledgement means to me is that I am grateful to the indigenous stewards of these lands who have made it possible for us to gather and have these important discussions. It is also a reminder of my commitment to reconciliation with indigenous peoples that I'd like to quickly share with you. I'm committed to educating myself about the atrocities that happened at residential schools so that they never happen again and the children who didn't make it home are not forgotten. I'm committed to working to remove systemic barriers that have, in the past, made it difficult for indigenous peoples to access financial services and have meaningful careers in banking. To help fulfill these commitments, I'm listening to Indigenous knowledge keepers and thought leaders to better educate myself and understand the role that Scotiabank can play in growing the Indigenous economy, increasing prosperity for future generations. I'm also learning how Indigenous perspectives and values can be incorporated into serving all of our customers. I make these commitments to all Indigenous peoples personally and as Chairman of Scotiabank's board to reconciliation with Indigenous peoples. Now it's my pleasure to welcome you to Scotiabank's 190th Annual Meeting of Shareholders. As we've done in the past, we are proud to offer today's meeting in both of Canada's official languages for all participants. For those of you joining us in person, simultaneous interpretation headsets can be found just outside the entrance to the room. If you don't have one and would like one, please raise your hand, and one of the ushers will bring one to you. English is channel one, and French is channel two. For those of you joining us online through the simultaneous webcast, you may choose the language of the meeting in the top left side of the broadcast screen. Sign language interpretation is also available in the room at today's meeting, and we are offering closed caption on the webcast in both English and French. I would ask that you please turn all personal communication devices to silent or vibrate. Thank you. We are delighted to be holding our meeting in person again after two years of virtual-only meetings, and I want to extend a warm welcome to everyone either joining us in Toronto or by webcast. Thank you for taking the time to be with us today. We continue to make every effort to host this meeting in a manner that promotes shareholder participation by providing the option for shareholders to attend online or in person and vote their shares and submit questions regardless of their method of participation at the meeting. Before I introduce the members of Scotiabank's management team who will be presenting today, I am very sorry to tell you that our President and Chief Executive Officer, Brian Porter, is unable to be here with us today as he recently tested positive for COVID-19. Brian sends his sincere regrets, and he is disappointed to be missing our meeting in person this morning. He is resting and recovering now, and we look forward to seeing him back in the office following his mandatory isolation period, and we wish Brian a full and speedy recovery. In Brian's absence, I have asked Raj Viswanathan, Group Head and Chief Financial Officer, to join us, and we also have Julie Walsh, Senior Vice President, Corporate Secretary, and Chief Corporate Governance Officer. In accordance with the bylaws of the bank, I, as Chairman of the Board, will act as chair of this meeting, and Julie Walsh will act as secretary. I appoint Amanda Castellano and Colleen Nielsen of Computershare Trust Company of Canada as scrutineers. I receive proof that notice has been duly given and that a quorum is present. As such, this meeting is duly constituted. We have a few guidelines on how this morning's meeting will proceed. Please note that in advance of today's meeting, the bank has asked certain persons to move and second the motions for shareholders' consideration today. These individuals are all shareholders, proxy holders, and employees of the bank. We do this to facilitate the introduction of motions. Julie will now speak to some of the procedural items. Thank you, Aaron. For those shareholders and duly appointed proxy holders who have not voted in advance, voting will be available throughout the meeting until the formal items of business are concluded. To facilitate the voting procedure on the items of business coming before today's meeting, for those shareholders attending in person, there will be one ballot. A ballot will be provided to any registered shareholder who has either not completed a proxy form or would like to vote on the motion in person rather than by a previously delivered proxy. Any person appointed as proxy by a shareholder who has not indicated voting instructions on the proxy form may also request a ballot. If you would like a ballot, please raise your hand now so that they may be handed to you by the scrutineers. Completed ballots will be collected by the scrutineers following the voting on the shareholder proposals. Also, please ensure that you print your name clearly on the ballot and sign it. Instructions on how to submit your votes online are available under the home icon on the top left side of your screen, if you are watching the webcast, in the rules of conduct under the documents icon at the top left side of your screen, and also in the AGM user guide located on our annual report and annual general meeting webpage. If you are attending in person, please refer to the leaflet that was provided at the entrance to this room. The items to be voted on today are the election of directors, the appointment of the auditors, the advisory vote on executive compensation, the stock option plan amendments, and the shareholder proposals. Each item of business that will be put before this meeting will be voted on by ordinary resolution, requiring a majority of the votes cast for approval. We will provide preliminary voting results during today's meeting, and the final voting result will be available after our meeting. Thank you, Julie. We will be conducting the meeting in accordance with our rules of conduct. I also note that questions may be raised by shareholders and duly appointed proxy holder through various channels made available today. Shareholders and proxy holders attending in person are invited to approach one of the standing microphones in the room, or if easier, please raise your hand and a microphone will be brought to you. I ask that you hold your comments and questions until the appropriate time in the meeting. Shareholders and proxy holders are also able to ask questions through the webcast by selecting the messaging tab and either type in the question in the box at the top of the screen or type in your phone number in the box to indicate that you would like to ask your question orally. For questions submitted through the web chat, I have asked Julie to read out the questions. The agenda for today's meeting can be found in the leaflet that was provided at the entrance to this room and is also posted as part of our webcast. Similar to previous years, we will have a general question period at the end of the meeting. If you have a question on the business of the meeting, shareholders and proxy holders submitting questions online are encouraged to submit their questions as soon as possible during the meeting, so that we can do our best to address them at the appropriate time. For those attending online and wishing to ask oral questions, after you are prompted to provide your phone number, please ensure that you also note the subject matter of the question so that we can do our best to address it also at the appropriate time during the meeting. To facilitate the timely conduct of our business and to ensure that all shareholders have an opportunity to do so, I would ask that each speaker be brief and concise and limit their comments to three minutes and focus on the topic under discussion at the time. We also request that anyone wishing to ask a question limit themselves to one question at a time until other shareholders have had an opportunity to ask questions. Questions should be of a general nature, as this is a shareholders meeting. Customer or personal questions can be directed to one of the contacts on the back of the proxy circular. Bank representatives will also be available after the meeting to answer any additional customer or personal questions. As we will be receiving questions through multiple channels, we appreciate your patience. If there are several questions on the same topic, we will group these together. We are endeavoring to respond to your questions during the meeting. However, any questions that cannot be answered during the meeting and that have been properly put before the meeting will be posted with answers online as soon as practical after the meeting on our annual report and annual general meeting webpage. For those attending online who are asking oral questions, if for some reasons we are not able to address your question during the meeting, please use the web chat to submit your question or reach out to the corporate secretary using the contact information on the back of the proxy circular. On behalf of your fellow shareholders, I thank you in advance for your cooperation. Before we turn to the items of business, I wanna take this opportunity to say how pleased we are to be hosting today's meeting in Toronto back in the Scotiabank Center. To me, today's meeting marks my first in-person annual meeting of shareholders since becoming chairman, and I'm delighted to be here with you. It continues to be my pleasure to serve the bank and you, our shareholders, alongside a highly engaged board of directors. With the benefit of hindsight, it's clear that the repositioning efforts taken over the past several years enabled our bank to withstand the worst effects of the pandemic. The strategy to exit certain businesses and countries and invest in others built a more resilient, durable bank, a bank that has been able to deliver for our customers, shareholders, communities, and employees when they needed us most. On behalf of the board, I want to extend my sincere thanks to our President and CEO, Brian Porter, and the entire management team for their foresight, courage, and fortitude. The bank's future is bright thanks to your many efforts, and you should be highly commended. This year, the board enhanced its approach to stakeholder engagement, taking a proactive approach to better understand our stakeholder priorities. We have engaged with a significant number of stakeholders this year, which has helped us in our governance practices and disclosure, an essential component for long-term planning and accountability. Environmental, social, and governance matters continue to be a focus for us, with discussions of relevant ESG issues on the agenda of every board meeting and each board committee overseeing various aspects of our ESG strategy, initiatives, risks, and reporting. The board is confident in the journey the bank is on and the direction in which we are moving. We are proud of the bank that the management team and all 90,000 Scotiabankers are continuing to build and believe that we are positioned for continued success. We have great confidence in our bank's future as a leading bank in the Americas and look forward to working with the team over the coming years to continue to put customers first, deliver for our shareholders, and support our employees and communities. Before we turn to the first item of business, I'd like to point out that the discussions during today's meeting may contain forward-looking statements about the bank's outlook and objectives and our strategies to achieve them. The bank's actual results could differ materially from any expectations discussed. There may also be references to non-GAAP measures. The details of our warning regarding forward-looking statements and non-GAAP measures are behind me and on the webcast screen. They can also be found in the bank's first quarter report to shareholders. Brian has asked Raj Viswanathan, Scotiabank's Group Head and Chief Financial Officer, to deliver the remarks that he intended to present at today's meeting. I now invite Raj to address the meeting. Thanks, Aaron, for that kind introduction, and good morning, everyone. It's my pleasure to welcome you to Scotiabank's 190th Annual Meeting of Shareholders. Greetings as well to everyone who is joining us via webcast. As Aaron mentioned, Brian is feeling under the weather today. I spoke with him this morning, and he sends his regrets and his very best wishes. The health and safety of our employees is our top priority, and as a result, Brian is fully isolating. Thankfully, he's been triple vaccinated, and we expect a full and quick recovery. I will be delivering a shortened version of Brian's remarks on his behalf. His full set of prepared remarks will be posted to the investor relations page of our website later this morning. I want to extend my sincere thanks to you, our shareholders, for your trust in the bank's leadership team during this period of ongoing uncertainty. Let me begin with a comment on Russia's invasion of Ukraine. Like many of you, we've been deeply moved by the courage and resolve shown by the Ukrainian people in defense of their sovereign territory. To date, we have committed more than $1 million in immediate humanitarian relief and resettlement support for Ukrainian refugees coming to Canada. Over the coming months and years, we will continue to stand by the people of Ukraine and with the large and vibrant Ukrainian community here in Canada. Against this backdrop of uncertainty, we are proud of the ways in which we have embraced our fiduciary responsibility to focus on our footprint and make investments that set the bank up for success over the longer term. Since 2012, we've exited more than 40 countries and businesses and invested more than $15 billion in our core businesses and geographies through focused on-strategy acquisitions. As an example, we have strengthened our ability to deliver real value to our customers through award-winning investment fund returns and wealth management advice. The customer value we are providing is also driving strong shareholder value through consistent earnings growth. Global wealth management earnings are now 17% of the bank's net income. We've also strengthened our presence in countries where we can build even greater scale, countries such as Chile, where we are currently the third-largest bank. In fact, we recently increased our stake in our Chilean operations, bringing our total ownership of Scotiabank Chile to almost 100%. In our Canadian banking business, we've invested in new tools and services like our industry-leading mobile banking app and Advice+. As you saw from the opening video, we take advice seriously. Advice is the cornerstone of our business and the cornerstone of any family's financial plan. We believe Advice+ will deepen relationships with our customers, provide more personalized advice, and deliver an unparalleled banking experience. Meanwhile, we've also invested in our global banking and markets businesses. Today, we are the only full-service corporate and investment bank with a presence in all core Latin American markets, and we are a top ten foreign bank in the United States. In summary, all four of our business lines are firing on all cylinders. At the same time, we continue to invest in key capabilities such as technology, digital, and analytics. We are confident that our investments will continue to pay dividends as we see marked increases in digital sales and in the number of customers who choose to bank with us digitally. Across our footprint, which is unique amongst our competitors, we bank the real economy, and we operate in jurisdictions that produce what the world needs, particularly at this critically important time. Despite the uncertainty around us, our business clients, large and small, are doing what they do best, investing, planning for the future, expanding, and growing their businesses. We're seeing this through solid growth in loans and an uptick in advisory services. We are confident in our clients' ongoing resilience. Looking ahead, we intend to use our strong internal capital generation levels to fund organic growth and return capital to shareholders via dividend increases and share repurchases. We're pleased with the recent improvement in our overall market valuation. We have seen double-digit share price growth this fiscal year to date, significantly outpacing our peer group average and the TSX Composite Index. We expect this trend to continue as the market fully recognizes the earnings power of the bank. The same sense of responsibility that guides our investments in the bank and underpins our success also guides our impact in the communities we serve. Banks are drivers of prosperity and engines of economic growth. We're also an important part of the social fabric in the communities where we operate. How we bank impacts the world around us, from individual communities to the broader society. Our purpose is to be there for every future as a force for good. Just over a year ago, we launched ScotiaRISE, our $ 500 million initiative to build economic resilience. Since launching, we have partnered with over 200 charitable institutions and supported countless initiatives across our footprint. We also believe that we have an important role to play in addressing climate change. Last month, we introduced our inaugural Net-Zero Pathways Report. It outlines our concrete approach to being a net-zero bank and the leading role we play in the global transition to net- zero. We have also built a leading sustainable finance business to support our clients as they transition their businesses. Taken together, our forward-looking vision has helped to build an enduring institution, transforming Scotiabank from a Canadian company into a global success story. Today, we are one of the top 20 banks in the world, trusted in the countries where we operate, and recognized as a leading bank in the Americas. Scotiabankers are fiercely proud of our contributions to everyday Canadians, to our communities, and to our country. On behalf of Brian and the entire management team, I want to take this opportunity to thank our 90,000 Scotiabankers who continue to work diligently to put our customers first while delivering for our shareholders and for our communities. While we look ahead at what's to come over the next 190 years and beyond, we can take pride in all that we've achieved together. Thank you very much. There is no shortage of philosophical quotes about the future. Whether you believe it's ours to create or that it's yet to be written, the most important thing to know about Scotiabank's future is that we're building it together, all of us, and it's never looked brighter. The future we're building doesn't just depend on what we're doing in the present. It depends on the foundation we've built up over the past 190 years. The foundation of strength, service, and integrity that has been at the heart of our journey for almost two centuries. It's about getting the long view right and delivering value for our customers and clients across nearly 30 countries. Investing in our people, our businesses, our products, and our technology, and in making an impact in our communities for every future. Today, we stand strong as a leading bank in the Americas. Confidently looking toward the future as we realize our full potential. We couldn't have had our success without you, our employees. The people who together help build our future, who earn the trust of our customers every single day, who give back to the communities in which we live and work. It's you who has inspired us to launch our most ambitious commitment to communities yet, ScotiaRISE, committing $ 500 million over 10 years to promote economic inclusion and resilience in the countries where we operate. That brings us back to the future, the great unknown. What will the next 190 years hold for us at Scotiabank? To answer that, maybe it's time we wrote our own quote about the future. Something like, "Let's make the future ours." Raj, thank you for your remarks. We will now proceed with the first item of business as set out in the notice of meeting. Copies of the annual report that contains the bank's 2021 financial statement and auditor's report therein were sent to shareholders in advance of this meeting. You can also obtain a copy of our 2021 annual report at the entrance to this room or on our website at scotiabank.com. We will now take any questions directly related to the financial statements. Please use one of the microphones located toward the center of the room or raise your hand if you need a microphone brought to you. Please state your name and whether you are a shareholder or a proxyholder. Okay, I see no questions here. Julie, do we have any questions online? We have not received any questions online on this item. Thank you. Okay. Thank you. Seeing no questions, we will proceed with the next item. We will now proceed with the election of directors. The board's role is to oversee management of the bank, ensuring that strong corporate governance practices are in place. Sound and effective corporate governance is a critical part of the bank's culture and fundamental to our long-term success. Our directors are regional, national, and international business and community leaders with diverse thoughts, perspectives, backgrounds, and experiences. As a group, they have been selected based on their integrity, collective skills, and ability to contribute to the broad range of issues that the board considers when overseeing the bank's business and affairs. I would like to thank all of our directors for their commitment, hard work, leadership, and counsel to me. This past year, we were delighted to welcome Don Callahan to our board, who is standing for election at today's meeting for the first time. Don is a highly accomplished financial services executive with extensive executive management, operations, technology, and ESG experience, and we are very fortunate to have him on our board. The board of directors has fixed the number of directors to be elected at 13, and I confirm that all nominees are eligible for election. As I said, we believe we have a board with the right combination of skills, experience, and integrity to provide strategic counsel to management and oversee the bank's business and affairs. All of our directors are joining us today, whether in person or on our virtual platform. I invite Julie to read the names of the nominees standing for election. For those nominees in Toronto, I would ask each nominee to stand as their name is called. Thank you, Aaron. The nominees for election as directors are Nora Aufreiter, Guillermo Babatz, Scott Bonham, Don Callahan, Lynn Patterson, Michael Penner, Brian Porter, Una Power, Aaron Regent, Calin Rovinescu, Susan Segal, Scott Thomson, and Benita Warmbold. Thank you, Julie. The board looks forward to serving you, our shareholders, this year. You'll find information about each of our nominated directors in the bank's management proxy circular on pages 16-23 in the English version and pages 18-25 in the French version. I now call on Brooke Huestis to make the motion for the nominations for directors. Mr. Chairman, my name is Brooke Huestis, and I'm the Director of ESG and Employee Experience Communications at the bank. I am a shareholder and a proxy holder. It is my pleasure this morning to nominate each of the director nominees, as set out in the management proxy circular, to be a director of the bank until the close of the next annual meeting of shareholders. Thank you, Mr. Chairman. Great. Thank you, Brooke. Are there any questions or comments about the election of directors? I see none. Julie, any questions online? Aaron, we have not received any questions online. Okay. Seeing none, I declare the nominations closed. The election of directors is the first item to be voted on. If you have not yet voted, please vote now by selecting either the option For or Withhold for each individual director. I'll pause for a moment so that people can complete their voting. Okay. Our next item of business is the appointment of auditors. At the annual meeting held on April 13th, 2021, shareholders reappointed the firm of KPMG LLP as the shareholders auditors of the bank for the 2021 fiscal period. The board recommends that KPMG be appointed as the auditors of the bank until the close of the next annual meeting. Jim Newton, Abhay Verma, and Elio Luongo representing KPMG are here today, and it is my pleasure to welcome them to this meeting. Jim, Abhay, Elio, would you please stand to be recognized? Great. I now call on Brooke to make this motion. Mr. Chairman, I move that KPMG be appointed auditors of the bank until the close of the next annual meeting of shareholders. Thank you, Mr. Chairman. I now call on Julie to second the motion. I support. I second the motion. Thank you, Brooke and Julie. I invite shareholders and proxy holders with questions related to the appointment of the auditor to approach one of the microphones or raise your hand if you need a microphone. You can also ask a question through the online channel. Please state your name and whether you are a shareholder or a proxy holder. I don't see any questions in the room. Julie, online? Aaron, we have not received any questions online. Okay. As there are no questions, this is the second item of business to be voted on. For those of you who have not yet voted, please vote now by selecting either the option For or Withhold. The next item of business on the agenda is the advisory vote on the bank's approach to executive compensation, commonly known as Say- on-P ay. Our approach to executive compensation is described in detail in the compensation discussion and analysis section of the management proxy circular on pages 64-119 in the English version and pages 73-138 in the French version. Because our annual Say- on- Pay is an advisory vote, it is not binding upon the board. However, the board and the Human Capital and Compensation Committee will take the outcome of the vote into account together with other suggestions that we receive from you when considering future executive compensation arrangements. Throughout the year, Scott Thomson and our Chair of the Human Capital and Compensation Committee, and I have had numerous discussions with shareholders on this matter. We have appreciated the dialogue and the support we have received from our shareholders. We remain committed to continuing to engage with our shareholders on this matter in addition to other matters of importance to our stakeholders. A resolution on the approach to executive compensation is set out in the management proxy circular on page seven under the heading Advisory Vote on our approach to Executive Compensation. I now call on Brooke to make the motion to approve the bank's executive compensation approach. Mr. Chairman, I move that the resolution set out in the management proxy circular under the heading Advisory Vote on our approach to Executive Compensation be passed. Thank you, Mr. Chairman. I now call on Julie to second the motion. I second the motion. Thank you, Brooke and Julie. I invite shareholders or proxy holders with questions concerning this item to approach one of the microphones. Again, please state your name and whether or not you're a proxy holder. Okay, I see no questions. Online? We have not received any questions online. Okay. As there are no questions, this item of business is the third item to be voted on. If you have not already voted, please vote now by selecting the option for or against. Our next item of business is the stock option plan amendments. The purpose of the stock option plan is to provide compensation opportunities to select employees that encourage share ownership, enhance the abilities to attract and retain key employees, and reward significant performance achievements. Two resolutions to amend the stock option plan are being proposed for approval by shareholders. Based on the current number of options available for grant, the current burn rate, and the bank's grant methodology, the first resolution proposes to increase the number of common shares available for issuance under the stock option plan by an additional 12 million in order to continue the stock option plan through the next number of years. This amendment was approved by the board on November 30th, 2021, subject to shareholder approval and acceptance by the Toronto Stock Exchange and the New York Stock Exchange. The second resolution deals with certain housekeeping amendments to the stock option plan. In order to clarify the bank's practice, address current regulatory requirements, and be consistent with market practice, it is proposed that amending the provisions of the bank stock option plan be revised to clarify that such provisions apply to outstanding option or stock option. Stock appreciation agreements subject to the stock option plan, in addition to the stock option plan itself. It also refers to stock appreciation rights when referencing options throughout the amending provisions as appropriate. Because these amendments are to the amending provisions, shareholder approval is required despite the amendments being a consequence of housekeeping changes. These amendments were approved by the board on November 30th, 2021, subject to shareholder approval and acceptance again by the TSX and the New York Stock Exchange. Details of the stock option plan and its amending provisions are disclosed in the management proxy circular, and the full text of the stock option plan, including the proposed amendments to be approved by our shareholders, are located on our annual report and annual general meeting webpage. The resolutions to amend the stock option plan are set out in the management proxy circular on page nine in the English version and pages nine and 10 in the French version. I now call on Brooke to make the motion to approve the stock option plan amendments. Mr. Chairman, I propose that the resolutions at page nine of the management proxy circular under changes to our stock option plan be adopted. Thank you, Mr. Chairman. Call on Julie to second the motion. I second the motion. Thank you, Brooke and Julie. Again, I invite shareholders or proxy holders with questions concerning this item to approach one of the microphones or do so through the online channel. Again, please state your name or whether or not you're a proxy holder. Okay. In the room, I see no questions. Online, Julie? We have not received any questions online on this item. Okay. Thank you. These items of business are the fourth and fifth items to be voted on. For those of you who have not yet voted, please vote now by selecting either the option for or against. The next item on the agenda is the shareholder proposals. This year, four shareholder proposals were submitted for a vote at today's meeting. All four proposals are from Le Mouvement d'éducation et de défense des actionnaires, or MÉDAC, which you will find beginning on page 122 of our management proxy circular and page 142 in French. The management proxy circular includes statements by MÉDAC in support of their proposals, as well as the bank's response. Shareholders and proxy holders will be given an opportunity to ask questions related to the proposals after the proposals have been presented and moved. Mr. Willie Gagnon of MÉDAC is with us today by phone. Welcome. We will address the four proposals being voted on first and collect the ballots so that the scrutineers have time to count the votes. We may then discuss the seven withdrawn proposals. Mr. Gagnon, you are welcome to address the meeting with any comments on these proposals and to move the proposals. Bonjour, Monsieur le Président. Can you hear me, Mr. Chairman? Yes? Yes. My name is Willie Gagnon, and I represent MÉDAC, the Mouvement d'éducation et de défense des actionnaires. Just like each year, we have sent over 10 proposals this year since topics have piled up given the specific circumstances, the health crisis. As you've indicated, Mr. Chairman, our proposals are at page 122 of the English version of the circular. Four proposals are being put to a vote, and I will address those now. The first proposal addresses the notion of becoming a Benefit Company. We would have liked the bank to follow the example of the Business Development Bank of Canada to introduce into its bylaws the obligation to respect its purpose and especially its ESG commitments. Other banks are doing so, and we would invite shareholders to support this proposal. We have also submitted a proposal towards adoption of the practice of an advisory vote on environmental policy or Say on Climate. This is an ever-growing practice and deals with a major topic of growing importance. A number of corporations such as Shell, Unilever, Glencore, CNPC, Nestlé, have such a vote. Why not the bank? You already have a Say-on-Pay vote. We would have liked that a similar policy be adopted in respect of your environmental policy, and we would invite shareholders to support this proposal. We had made a third proposal in respect of the creation of a climate change and environmental committee of the board. We would have liked it to be possible to create such a committee. Climate change and environment are an extremely important issue and will become ever more prominent. It will be important that a committee be created. We have agreed not to put this proposal to a vote at the meetings of other banks that have included the issues of climate change and environment in the mandates of various committees of their boards. We would ask all shareholders to support this proposal. Finally, we made a fourth proposal in order to include the official status of the French language in the letters patent of the bank, which we believe is necessary in the society in which we live since Canada is an officially bilingual entity. Quebec is an officially unilingual entity. When a bank such as yours boasts of being present throughout the world, it ought to respect the languages of the areas in which it is active. To take the example of this meeting, there are very few things being done in French. Only a couple of motions have been made and seconded, whereas we would have been entitled to expect that the meeting take place half in French. This proposal is designed to resolve this issue and to give an example to other public companies that are being deficient in terms of language, which is not necessarily the case for your bank. For the meeting, we are calling upon all shareholders to support this proposal as well as the three others. I understand that my presentation on the other withdrawn proposals will be after the vote. Is that the case? Oui. Yes. Mr. Gagnon, thank you very much for your remarks. I take it personally that not more of this meeting is in French, but that's because I don't speak French, and I apologize for that. With respect to your proposals, you know, Scotiabank continues to be committed to ESG issues such as those subjects raised by these proposals. We have demonstrated our stakeholder commitment to these issues as further set out in the management proxy circular and our ESG report. While we agree on the importance of each of these issues and central themes touched upon your proposals, we believe that we are already addressing such issues or that we have the appropriate plans in place to address each of these issues set out in your proposals. We also believe that our strong stakeholder engagement strategy is key to our continuous improvement philosophy, and the listening to our stakeholders year-round is essential to our culture and addressing our stakeholder concerns. Are there any comments or questions on the proposals? Julie, any online questions? We have not received any other questions online. Okay. Thank you. Seeing no questions. If you have not yet voted, please vote now by selecting the option for, against, or abstain for proposals one, two, three, and four. Having now completed the formal items of business as set out in the notice, the voting is now closed. The scrutineers will now collect the balance. Please raise your hand if you need the scrutineers to pick up your balance. Thank you. Okay. Now, on behalf of the Trottier Family Foundation, Shareholder Association for Research and Education submitted a proposal which was withdrawn following discussion with the bank. Mr. Eric St-Pierre of the Trottier Family Foundation would like to speak to this proposal. Mr. St-Pierre, you're welcome to address the meeting with respect to this withdrawn proposal. Can you hear me? Hello, Mr. Regent, can you hear me? We can hear you fine. Thank you. My name is Eric St-Pierre. I'm Executive Director of the Trottier Family Foundation. The Trottier Foundation is a shareholder in Scotiabank. Shortly after COP26, we filed a proposal asking that Scotia adopt a comprehensive policy designed to ensure that financial products and services it provides to the energy sector are aligned with both the Paris Agreement and the International Energy Agency's 1.5 Celsius climate change scenario requirement for no new fossil fuel supplies. Climate change presents systemic risks and risks to long-term profitability of banks. Short-term financing for carbon-intensive activities, namely coal, natural gas, and oil, contributes to long-term financial and physical risks. We recently withdrew our proposal as Scotia agreed to develop tools and a framework for addressing financed emissions. Scotia also recently announced its net-zero plan and committed to joining the Net-Zero Banking Alliance. These are really good steps in climate leadership. While we commend Scotia for taking finance emissions seriously, for acknowledging that climate change is a top and emerging risk, we are concerned that the bank is not acting with a greater sense of urgency. For example, last year, Scotia's financing of fossil fuels increased by 87% or $14 billion in absolute numbers to a staggering $30 billion. While on paper commitments are being made, the reality is that fossil fuels are being financed massively. European banks cut financing to fossil fuel companies by 27% in 2021. Barclays dropped its financing 30%, HSBC by 27%, BNP 65%, Crédit Agricole in France by 49%, and Société Générale by 30%. We'd love to see Scotia follow the European banks. The IEA says that beyond projects already committed as of 2021, there cannot be new oil and gas fields or coal mines approved for development in our pathway. Yesterday's alarming IPCC report says that we now have to peak emissions by no later than 2025 if we're to stay within a 1.5 Celsius scenario. As investors, we fear Scotia's taking on significant risk, and our hope is that Scotia could, one, measure progress in absolute targets, not just emission intensity. Bank of Montreal, BMO, is an example that set absolute emission reduction targets. Secondly, that Scotia commits to stop financing not only coal, but also oil and gas exploration and development. Thirdly, that Scotia demonstrates a rapid response to reaching 2030 targets. We believe Scotia can really get ahead of the game by demonstrating that it has a policy in place to navigate the short- and long-term risks stemming from continued financing of high-carbon activities. As a shareholder, we have benefited from strong returns and robust dividends from Scotiabank that have been provided to investors for nearly 190 years. However, without a real plan for finance emissions, we do question whether Scotia will be around to celebrate its 200th or 250th birthday. Thank you, and we look forward to continuing our engagement. Thank you, Mr. St-Pierre. We really appreciate the engagement that we've had with you, and we appreciate you making your remarks today. MÉDAC submitted seven additional proposals, but withdrew these proposals following a discussion with the bank. As part of the withdrawal, MÉDAC asked that the proposals be included in the proxy circular along with the bank's responses. You will find MÉDAC's withdrawn proposals and the bank's responses in the management proxy circular on pages 127-135 and pages 147-157 in French. Mr. Gagnon, as agreed with MÉDAC, you are welcome to briefly address the meeting on your withdrawn proposals. Thank you again, Mr. Chairman. You are still hearing me? Yes, thank you. Very good. We submitted seven other proposals. That is a lot. We are aware of that. For those seven proposals, we agreed with the bank, and we are happy that we were able to have a clear dialogue for as long as we wished on all the questions that we submitted. Very briefly, we submitted a proposal to increase the formal representation of employees in strategic decision-making. In your response, you state that in line with its continuous improvement philosophy, the bank undertakes to review employees' involvement in strategic decision-making. We hope that next year we can find out what is the result of your reflection, especially by drawing inspiration from practices in other countries. We submitted a proposal that a report on the representation of women in management from entry-level to the highest-level positions be published. The bank stated that it undertakes to increase the representation of women and increase disclosure on this topic. We've come to an agreement with almost all banks on that topic. We understand that the bank will increase and improve its disclosure. We had submitted a proposal on decarbonization. We were asking the bank to adopt a plan to substantially reduce its financing of fossil fuel. Our comments are similar to those just made by Mr. St-Pierre. Given that the bank has joined the TCFD and the banking alliance, which requires additional disclosure on this question. The bank has undertaken to provide further disclosure. We've agreed not to request that this question be put to a vote. We are alarmed by recent news in a Greenpeace report in which it is read that Canadian banks have substantially increased investment and loans to the fossil fuel industry in 2021. We will follow this closely. We had made a proposal on the circular economy, and the bank has joined the Circular Economy Leadership Canada standardization initiative, which is the reason why we agreed not to request that this proposal be put to a vote. We had sent a proposal in respect of the results of the advisory vote on executive compensation last year. We received the disclosure we wished from the bank. It would have been preferable that the bank state the result of last year's vote, as well as the measures it has taken to remedy the matter this year. Prior to today's advisory vote, 39.2% of shareholders last year voted against its compensation policy. We hope that the bank's measures taken since then will yield a better result this year. We had made a proposal in respect of high withheld votes in terms of certain directors, and we've received the disclosure we were seeking. We would refer to the bank's response in the circular. Finally, we had asked you to disclose the compensation ratio based on the remuneration of the most senior executive divided by the average compensation of employees. The bank writes in the circular that it will therefore henceforward include the compensation ratio, compensation of the overall remuneration of the Chairman and CEO, and the average salary of bank employees for Canada. It's not exactly what we wanted, but we are very happy that for the first time among all Canadian banks, a bank has decided to provide a vertical ratio to analyze compensation. It's a step in the right direction, and we hope that this bank's example will be followed by all other banks. We thank you for this initiative, and we will continue to request the publication of a ratio for all employees. We will also be requesting a ratio based on average remuneration in Canada, as well as the breakdown of the results by territory. We believe that what you are doing is exemplary, and we are happy to be able to use your example to request the same thing from other banks. Mr. Chairman, I'm sorry to have taken as much time, but I believe that, we have, done excellent work with you this year. We're very happy to have had the opportunity to have discussions with the bank. Thank you very much. Thank you, Mr. Gagnon. We also appreciate your engagement and thoughtfulness and the quality of discussions that we've had with you this past year. Thank you for that. Ladies and gentlemen, the scrutineers have completed the preliminary tabulation of the votes cast in respect of each item of business before the meeting. I will now ask Julie to speak to the preliminary report of the voting results. Julie. Thank you, Aaron. We wish to report that the vote return is approximately 52.5%. I'm pleased to inform you that each of the 13 nominees for director named in the Management Proxy Circular has been elected and received in excess of 96% votes in favor. The auditors were reappointed. Approximately 92% voted in favor of KPMG LLP. The advisory vote on the approach to executive compensation was passed. Approximately 94% voted in favor. The Stock Option Plan amendments were passed. Approximately 85% voted in favor of the amendment to increase the number of shares issuable under the plan, and approximately 87% voted in favor of the amendment to the amending provisions of the plan. The four shareholder proposals were defeated. Proposal number one, approximately 96% voted against. On proposal number two, approximately 79% voted against. Proposal number three, approximately 91% voted against. On proposal number four, approximately 99% voted against. Thank you, Julie. The final voting results will be available after the meeting. We will also issue a press release as required by the Toronto Stock Exchange and post results on the bank's website. That concludes the formal business of the meeting. We'll now take questions from shareholders and proxy holders. I will ask Raj to return to the podium and preside over this section of the meeting. Julie will also read out the questions received online and will state the name of the shareholder or proxy holder who submitted them. Again, as this is a shareholders' meeting, questions should be general in nature and related to the meeting. If you have a customer-related question, bank representatives will be available after the meeting to speak with you at the customer care desk outside the meeting. Question, please give your name and state whether you are a shareholder or a proxy holder. Thank you, Aaron. Julie, any questions submitted in advance? Thank you, Raj. Our first question is from Mr. Robert Wells, a shareholder who submitted his question in advance and asked that it be presented today. Mr. Wells asks, "Scotia iTRADE charges me $ 270 to enter and exit a $ 500 options trade, and competitor banks only charge $ 40 for the same trade. It is disconcerting for a shareholder to feel compelled to transfer my brokerage accounts to another bank that charges almost 1% less for margin loans, far less on fees and commissions, and provides far better customer service. Does Scotiabank management have an estimate of how many other customers are transferring their accounts to no or low commission banks? Does Scotiabank management have any strategy to remain competitive in this new era of low fee brokerages?" Okay, thank you, Julie. I'm gonna ask Erin Griffiths, my colleague, who's Senior Vice President, Client Solutions and Direct Investing, if you could please answer the question, please, Erin. Thank you. Thank you, Raj, and thank you Mr. Wells for your question. At Scotiabank, we strive to deliver a consistent high quality experience across our platforms. In Scotia iTRADE specifically, we review our fee schedules regularly to ensure that they're competitive in the Canadian marketplace, that they are compliant with the local regulatory framework, and also that they are delivering value to our clients. For the option trading specifically, we charge $ 1.25 per contract, which is consistent with many of our peers. We also offer free trading through the Scotiabank Ultimate Package, as well as through over 100 different exchange traded funds that we have on our platform. With regards to value, we've invested significantly and continue to invest significantly in our people and our platform. We have increased our contact center staffing by 32% over the past year, and we continue to invest also in our technology, modernizing the online experience for our clients, launching a new mobile application later this summer, and a new active trading platform later this year, in addition to many other things. Finally, with regard to the question around transfer out activity, we regularly monitor that on a monthly basis, and we are very pleased to see that consistently we have more clients who transfer in choosing Scotia iTRADE as their platform of choice over transferring out, and that has allowed us to continue to increase our market share and assets relative to our peers and also to add shareholder value. Thank you. Thanks for the comprehensive answer, Erin, and thank you Mr. Wells for your question. Are there other questions online or submitted in advance? Yeah. Thank you, Raj. The next question that we've received is from Ms. Amelia Meister, a proxy holder for a member of SumOfUs, who asked that this question be read at our meeting today. Ms. Meister asks, "Scotiabank recently released its net- zero report for 2022, and compared to a year ago, this is a huge step forward. However, Scope 3 emissions, arguably one of the biggest sources of emissions for the oil and gas sector, did not have actual targets set for it, nor are there any targets set, nor are any of the targets set actual targets, but rather intensity targets that could in fact see an increase in financed emissions if intensity increases. When will Scotiabank make actual reduction targets, including Scope 3 emissions across all sectors, but especially into oil and gas?" Thank you, Julie. I'm gonna call on another colleague now, Meigan Terry, who is our Senior Vice President and Chief Sustainability, Social Impact and Communications Officer. Could you help us with this question, please? Thank you, Raj, and thank you Ms. Meister for your engagement and for your question today. We are very proud of our inaugural net- zero report, and we agree it is a very big step forward for our bank as we look to achieve net- zero. Part of the reason why we use the intensity target over an absolute target, much like many of our fellow FIs, is because it allows us to be able to monitor and measure our companies in terms of their performance against their peer companies and peers in their sector. We can see where companies are performing very well and where there may be some laggards. That helps us as a bank prioritize our investment and where we spend our time to support our clients from an advice and support perspective. As a bank, it's very helpful as well because when we look at our reference decarbonization pathways, we can plot out our progress against those pathways for sectors, whether they're set, globally or by nations as well. It is an extremely useful tool for us at this very beginning phase of our net-zero journey to make sure that we're making real and deliberate progress against the global economy goals as well. In addition to that, you mentioned Scope 3. We did, and we were very proud to showcase and share our emissions estimates for four of our high emitting sectors. That included oil and gas, power and utilities. Residential mortgages and also agriculture. Where data allowed, we set these interim intensity targets. That was for oil and gas and for power and utilities. For our oil and gas sector, in addition to Scope 1 and Scope 2 intensity targets, we also set a range for Scope 3. As data becomes available, and as we work with our clients and with third-party data providers, we will absolutely continue to refine that and improve our targets, so that we can be sure about the accuracy of the targets that we're setting as well. That will include absolute emissions for Scope 3 of our financed emissions. Thank you very much, Amelia, for your question. Thank you, Meigan, and thank you, Ms. Meister, for your question. I see we have a gentleman up there. Could you please say your name and your question, please? Thank you, sir. Hi. I'm Paul Durin from Burlington, Ontario, shareholder. I have two questions, and I'm quite willing to go in rotation for the second one. Over the last several months, there are new governments in both Chile and Peru, and my understanding is, I'm not gonna say they're socialist or I'm not gonna label them, but they're less miner-friendly. Chile, I think, is less miner-friendly, and both Chile and Peru have a serious presence for Canadian miners. Can you discuss how the new governments will affect the bank and how they will affect the Canadian miners down there? Sure. I can start with an answer, and I'll probably call on Nacho Deschamps, our head of international banking, to provide more perspective. As a general principle, we work with all governments in all the jurisdictions that we operate in. We work with them, we discuss with them, and we ensure that we run our businesses appropriately in all the countries that we operate. Chile and Peru are no different. Typically, what we have seen is, you know, people want to run good economies in all these countries, and these are strong economies. They've got very strong independent institutions, which is very critical for our business and for the success of our businesses there. So far, we have not seen any evidence which suggests that it is going to be any different in Peru or Chile. I think Chile has been very explicit, and so has Peru. Like you pointed out, they have different governments today than they had about a year back. Our business continues to be robust, including the Canadian miners who operate over there. Maybe I'll ask Nacho if somebody can hand him a microphone, please, to add more color. Sure, Raj. Thank you very much. Good morning. Well, it's very timely. I was in Chile and Peru last week, and I met with some of our most important mining clients there. While there is a constitutional assembly process going on in Chile, I think the government in both countries are very, very much aware of the importance of the mining sector and of a balanced fiscal approach. In the discussions that we are hearing is a tax or a royalty that is updated as prices go up, but adjusted also down when they come down. I would say the prospects for mining in Chile and Peru are positive. We see a lot of interest in the medium and long term, because these are one of the most efficient copper producers and other base metals in the world. Okay, then I'm in rotation, I guess, for my second question. Somebody else goes ahead. Yeah, I see there's a person right behind you, if you don't mind. Thank you. I thank the Chair, members of the Board, and fellow shareholders. My name is Emily DeMasi, and I work at EOS at Federated Hermes. I'm here on behalf of our institutional investor clients who own CAD 2.1 billion in Scotiabank equity, effectively making them the bank's fifth-largest shareholder. We are also active participants in the Institutional Investors Group on Climate Change, IIGCC. IIGCC's investor expectations for the banking sector include aligning the bank's financing with the delivery of the goals of the Paris Agreement, governance of climate risks and opportunities, and the bank's disclosure of its climate governance, strategy, risk management approach, and metrics and targets to be in line with the recommendations of the TCFD. Today, I would like to address the bank's climate strategy as it relates to a just transition, as we consider this important for the long-term success of Scotiabank. We appreciate the bank's net-zero by 2050 target, the alignment of its net-zero strategy with its business purpose for every future, and the initial sector-based decarbonization targets set by the bank. We will monitor the ongoing progress against these and the disclosure of more robust sector-based targets. We also acknowledge that the bank is a member of Climate Engagement Canada, which brings together the financial community and corporate issuers to promote a just transition and has established a net-zero research fund. While we appreciate this collaborative approach, we note that the guiding principles outlined in the bank's Net-Zero Pathways Report does not mention collaboration or consultation with communities. Special consideration and plan should be detailed for communities most adversely affected by the fossil fuel industry. Our concern here is that as other financial institutions withdraw from these activities, a concentration of risk may occur within the Canadian banking sector. To mitigate against these risks, banks should be working with communities towards achieving a just transition. This engagement will support Scotiabank in navigating risks and opportunities with the low carbon transition with respect to environmental justice and human rights. I ask the chair, will Scotiabank explicitly commit to achieve a just transition with specific attention to impacts and opportunities for its key stakeholders, including workers, their families, and the communities most impacted by the low carbon transition? Will this commitment be supported by reporting on specific actions the bank will take to achieve the just transition, including clarity on how borrowers' own commitments, capacity, and strategy to achieve the just transition is factored into financial decision making? Thank you. Thank you for your comments and your question. I'll maybe make a brief remark, and then I may again ask my colleagues to add some additional color. I would say on behalf of the board, we are very focused on ESG. As I mentioned in my remarks, over the past year, we had an extensive stakeholder engagement, and it was highlighted to us time and time again, ESG is one of the top priorities of interest for our shareholders, including your organization and the organizations you represent. At a board level, we take it very seriously. I think you can see the commitments from the bank and the many different initiatives that we have underway, as recently as March, our commitment to the Net-Zero Banking Alliance, and also set down specific targets for 2030 with respect to the bank and our emissions in oil and gas and some of the other sectors. I think that thematically you can see where we're going with this and that we are committed to doing the right thing. Maybe I could ask my... Raj. Yeah. I'll probably start and hopefully I'll cover what you would have otherwise too, Meigan. This is an important topic, Ms. DeMasi, so thank you for raising it today. ESG is built into our business strategy. I think that's the short version of it and how we operate as a bank. We talked a little bit about it in our prepared remarks as well. As part of this, we actively support, engage, and advise our clients, you know, on their own transition plans as we support them. We also take ESG factors into consideration in the credit adjudication process. It's a standard measure that we look at. I talked a little bit about ScotiaRISE, which is our $ 500 million commitment over 10 years, which is a community investment program, which helps foster economic inclusion and resiliency among all those who've been adversely impacted. Finally, I would say working with our ScotiaRISE partners, we invest in a number of programs that provide opportunities both for reskilling, specialized training, post-secondary education, career mentoring, and much more than that. It's also important to acknowledge that the federal government must play the role that they must play in ensuring that Canada delivers a just transition that will ensure workers and the communities thrive in a net-zero economy. Very topical. Thank you for raising it, and I hope we answered your question. Please, sir. Thank you. My name is David Peters. I'm a shareholder of Scotiabank. Recently, Citigroup and JPMorgan Chase have disclosed what their exposure to Russia is. I would like to ask you if you could comment on Scotiabank's exposure to Russia and I sort of have a question. In doing your sovereign risk analysis, do you take a look at the mental health of political leaders of countries that you're loaning money to? Thank you, Mr. Peter. That was intended to get the laugh, so. Thank you very much. On the first question, we do not have any exposures to Russia at all. You'll always have secondary order of exposures because of transactions and so on, and those I would call as de minimis at best. I think short answer is we don't have an exposure, and I'll pass on the second question. Okay, thank you. My question is related very closely to his. I would have guessed that you would have not a lot of direct exposure to Russia, but would you not have an emerging markets mutual fund which had some Russian stocks in it that kinda crashed? Now maybe that just hurts the unit holder and not the bank. That's my guess. Any comment? Thank you for the question. I've got Glen Gowland here, who's the head of our wealth management. He'll be able to give you a whole answer to that. Go ahead, Glen. Yeah. Thank you very much for the question. As it relates directly to our mutual funds, very little exposure. As Raj mentioned the word de minimis, far less than 1% exposure, only in those funds that follow an indices that actually had a little bit of Russia in it, which when the unit holder buys those funds, it's expected that there would be that in there. But again, very small amount and nothing being added. Thank you, Glen. Thank you. Thank you very much. Are there any other questions on the floor or Julie, anything online? Raj, we have not received any further questions online. Thank you. Thank you very much, Julie. Oh, back to you, Aaron. Okay. Raj, thank you very much. Okay. Ladies and gentlemen, that concludes this meeting. I'd like to say a sincere thank you to everyone who made today's meeting possible and allowed us to return to an in-person meeting while also hosting a hybrid meeting that promotes shareholder participation. I was told by Julie that this is the first time that's happened in Canada. There are many Scotia bankers behind the scenes, as well as translators and the production team that I would like to acknowledge and sincerely thank. I'd also like to thank all of you, our shareholders, for attending our annual meeting. This meeting is now terminated, and I would ask if you have any devices, you could just leave them on your chair. Thank you very much and have a great day.