Bank of Montreal Canadian Banks Accelerator Principal At Risk Notes, Series 59 (CAD) Due August 23, 2021 Unsecured
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Pricing Supplement No. 167 January 24, 2018
(to prospectus supplement no. 1 dated May 17, 2016 and the short form base shelf
prospectus dated May 17, 2016)
Bank of Montreal Canadian Banks Accelerator Principal At
Risk Notes, Series 59 (CAD)
Due August 23, 2021
Unsecured
This pricing supplement (the “Pricing Supplement”) relates to the offering of Bank of Montreal Canadian Banks
Accelerator Principal At Risk Notes, Series 59 (CAD) (each a “Note” and collectively the “Notes”) issued by Bank
of Montreal (the “Bank”) and scheduled to mature on August 23, 2021 (“Maturity” or the “Maturity Date”). The
Notes are designed to provide investors with the opportunity for an enhanced return in the medium term. The Notes
are Canadian dollar denominated notes linked to the price performance of an equally-weighted basket of shares (the
“Reference Basket”) comprised of the shares (each, a “Reference Share”, and collectively, the “Reference
Shares”) of the following issuers over the term of the Notes, as further described in this Pricing Supplement under
Appendix C (The Reference Basket).
The Bank of Nova Scotia Royal Bank of Canada The Toronto-Dominion Bank
Canadian Imperial Bank of National Bank of Canada
Commerce
A holder of Notes (“Holder”) will benefit from 200% Upside Participation in any positive Basket Return (as defined
below), with no downside protection on the Notes. The Principal Amount is not protected under these Notes and a
Holder will be fully exposed to any negative price performance of the Reference Shares, subject to a minimum
principal repayment of $1.00 per Note. See “Terms of the Offering — Suitability for Investment” in this Pricing
Supplement.
The Notes are not equivalent to a direct or indirect investment in any of the Reference Shares. Holders do not have
an ownership interest or other interest (including, without limitation, voting rights or rights to receive dividends or
distributions) in the Reference Shares. Holders only have a right against the Bank to be paid any amounts due under
the Notes. The Basket Return on the Final Valuation Date is used as a reference to determine the amount of the
Maturity Payment. The Basket Return reflects only the applicable price changes of the Reference Shares and
does not reflect the payment of dividends, distributions or other income or amounts accruing on the
Reference Shares. The average dividend yield of the Reference Shares comprising the Reference Basket on January
19, 2018 was 3.60%, representing an aggregate dividend yield of approximately 13.19% compounded annually over
the term of the Notes (assuming the dividend yield remains constant).
This Pricing Supplement will be delivered together with the short form base shelf prospectus for Medium Term
Notes (Principal At Risk Notes) dated May 17, 2016 (the “Base Shelf Prospectus”) establishing the Bank’s
Principal At Risk Note Program (the “MTN Program”) and prospectus supplement no. 1 dated May 17, 2016 (the
“Product Supplement”), which generally describes the features of enhanced return notes that may be offered by the
Bank under the MTN Program. This Pricing Supplement, together with the Base Shelf Prospectus and Product
Supplement and each document incorporated by reference therein, constitutes a public offering of the Notes only in
those jurisdictions where they may be lawfully offered for sale and therein only by persons permitted to sell such
A Holder’s return on the Notes will depend on the price performance of the Reference Shares over the term
of the Notes. Bank of Montreal does not guarantee that a Holder will receive an amount equal to or greater
than his or her principal investment in the Notes and does not guarantee that any return will be paid on the
Notes at Maturity other than the Minimum Payment Amount. Since the Notes are not protected and the
Principal Amount will be at risk, it is possible that a Holder could lose some or substantially all of his or her
principal investment in the Notes. See “Certain Risk Factors” in the Base Shelf Prospectus, “Additional Risk
Factors Specific to Enhanced Return Notes” in the Product Supplement and “Terms of the Offering — Risk
Factors” in this Pricing Supplement.
PS167–1Notes. No securities regulatory authority has expressed an opinion about the Notes and it is an offence to claim
otherwise.
The Notes will not constitute deposits insured under the Canada Deposit Insurance Corporation Act.
Any capitalized terms used but not defined herein have the meaning ascribed to them in the Product Supplement or
Base Shelf Prospectus, as the case may be. The “Reference Share” is a “Reference Asset” and the “Share Return” is
an “Asset Return” as those terms are used in the Base Shelf Prospectus and the Product Supplement. When
reviewing the information contained in the Base Shelf Prospectus and Product Supplement in conjunction with this
Pricing Supplement, references to a “Reference Asset” should be read as a “Reference Share” and references to an
“Asset Return” should be read as a “Share Return”.
Price: $100.00 Per Note
Minimum Subscription: $2,000.00 (20 Notes)
Price to Dealers’ Fee(2)(3) Net Proceeds to the
Public Bank
Per Note .............................................................. $100.00 $3.00 $97.00
Total(1)................................................................. $10,000,000.00 $300,000.00 $9,700,000.00
(1)
Reflects the maximum offering size. The Bank reserves the right to change the maximum offering size in its sole
and absolute discretion. There is no minimum amount of funds that 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.
(2)
A selling concession fee of $3.00 per Note sold is payable to the Dealers for further payment to representatives,
including representatives employed by the Dealers, whose clients purchase the Notes. An additional fee of up to
$0.20 per Note sold (or 0.20%) will be payable directly by the Bank to Industrial Alliance Securities Inc. at
closing from its own funds for acting as independent agent.
(3)
Reflects the maximum Dealers’ fee that may be payable under the Offering.
The Bank expects the estimated value of the Notes on the Issue Date, based on its internal pricing models, will be
$94.19 per $100.00 principal amount, which is less than the issue price. The estimated value is not an indication of
actual profit to the Bank or any of its affiliates, nor is it an indication of the price at which BMO Nesbitt Burns Inc.
(“BMO Capital Markets”) or any other person may be willing to purchase the Notes. See “Terms of the Offering
— Risk Factors” in this Pricing Supplement.
DISTRIBUTION OF THE NOTES
BMO Nesbitt Burns Inc. and Industrial Alliance Securities Inc. (together, the “Dealers”), as agents of the Bank,
have agreed to solicit offers to purchase Notes, on a reasonable best efforts basis, if, as and when such Notes are
issued by the Bank, pursuant to the terms and conditions contained in a dealer agreement dated May 17, 2016
between the Bank and a syndicate of dealers, including the Dealers, and subject to the approval of certain legal
matters by Torys LLP, as counsel to the Bank, and Stikeman Elliott LLP, as counsel to the Dealers. The Notes may
be purchased through the Fundserv settlement system using the code set forth herein. No interest will be paid on
account of funds deposited through Fundserv pending closing of the offering or return of such funds if subscriptions
are rejected or not fully allotted by the Bank.
BMO Nesbitt Burns Inc., one of the Dealers, is a wholly-owned subsidiary of the Bank. As a result, the Bank is a
“related issuer” of BMO Nesbitt Burns Inc. for the purpose of National Instrument 33-105 ― Underwriting
Conflicts. See “Plan of Distribution” in the Base Shelf Prospectus. Industrial Alliance Securities Inc., as the
independent Dealer, has performed due diligence in connection with this offering of Notes but has not participated
in the structuring or the pricing of this offering.
The Notes will not be listed on any stock exchange. BMO Capital Markets will use reasonable efforts under normal
market conditions to provide for a daily secondary market for the sale of the Notes through the order entry system
operated by Fundserv Inc. (“Fundserv”) but reserves the right to elect not to do so in the future, in its sole and
absolute discretion, without prior notice to Holders. Notes may be resold through the Fundserv network at a price
PS167–2determined at the time of sale by the Calculation Agent, which price may be lower than the Principal Amount of
such Notes. There is no assurance that a secondary market for the Notes will develop or be sustained. See the
sections entitled “Description of the Notes ― Secondary Market”, “Description of the Notes ― Fundserv” and
“Certain Risk Factors” in the Base Shelf Prospectus, “Secondary Market”, “Calculation Agent” and “Additional
Risk Factors Specific to Enhanced Return Notes” in the Product Supplement and the description under the heading
“Terms of the Offering ― Listing and Secondary Market” in this Pricing Supplement.
The Notes to be offered hereunder have not been, and will not be, registered under the United States Securities Act
of 1933, as amended (the “U.S. Securities Act”) and, subject to certain exceptions, may not be offered, sold or
delivered, directly or indirectly, in the United States of America, its territories, its possessions and other areas
subject to its jurisdiction or to, or for the account or benefit of, a U.S. person (as defined in Regulation S under the
U.S. Securities Act).
“BMO (M bar roundel symbol)”, “BMO” and “BMO Capital Markets” are registered trademarks of Bank of
Montreal used under license.
PROSPECTUS FOR NOTES
The Notes will be issued under the MTN Program and will be direct, unsubordinated and unsecured debt obligations
of the Bank. The Notes are described in three separate documents: (1) the Base Shelf Prospectus, (2) the Product
Supplement, and (3) this Pricing Supplement, all of which collectively constitute the “prospectus” for the Notes.
See “About this Prospectus” in the Product Supplement.
DOCUMENTS INCORPORATED BY REFERENCE
This Pricing Supplement, together with the Product Supplement, is deemed to be incorporated by reference into the
Base Shelf Prospectus solely for the purpose of the MTN Program and the Notes issued hereunder.
The following documents, filed by the Bank with the Office of the Superintendent of Financial Institutions Canada
and/or the various securities commissions or similar authorities in Canada, are specifically incorporated by reference
into and form an integral part of this Pricing Supplement:
(a) the Bank’s Annual Information Form dated December 5, 2017;
(b) the Bank’s audited consolidated financial statements as at and for the year ended October 31, 2017 with
comparative consolidated financial statements as at and for the year ended October 31, 2016, together with
the auditors’ report thereon and the auditors’ report on internal control over financial reporting as of
October 31, 2017 under Standards of the Public Company Accounting Oversight Board (United States);
(c) the Bank’s Management’s Discussion and Analysis for the year ended October 31, 2017;
(d) the Bank’s Management Proxy Circular dated February 13, 2017 in connection with the annual and special
meeting of shareholders of the Bank held on April 4, 2017; and
(e) the Bank’s marketing materials titled “Bank of Montreal Canadian Banks Accelerator Principal At Risk
Notes, Series 59 (CAD), Due August 23, 2021” dated January 24, 2018.
Any statement contained in the Base Shelf Prospectus, the Product Supplement, this Pricing Supplement or
in a document incorporated or deemed to be incorporated by reference herein or in the prospectus for the
purposes of the offering of the Notes shall be deemed to be modified or superseded for purposes of this
Pricing Supplement to the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein or in the prospectus modifies or
supersedes such statement. The modifying or superseding statement need not state that it has modified or
superseded a prior statement nor include any other information set forth in the document that it modifies or
supersedes. The making of a modifying or superseding statement is not to be deemed an admission for any
purposes that the modified or superseded statement, when made, constituted a misrepresentation, an untrue
statement of a material fact or an omission to state a material fact that was required to be stated or that was
necessary to make a statement not misleading in light of the circumstances in which it was made. Any
statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a
part of this Pricing Supplement.
PS167–3Information has been incorporated by reference in the Base Shelf Prospectus from documents filed with the
securities commissions or similar regulatory authorities in Canada. Copies of the documents incorporated
herein by reference may be obtained on request without charge from the Corporate Secretary, Bank of
Montreal, 100 King Street West, 1 First Canadian Place, 21st Floor, Toronto, Ontario, M5X 1A1, telephone:
(416) 867-6785 and are also available electronically at http://www.sedar.com.
FORWARD-LOOKING STATEMENTS
Certain statements included in this Pricing Supplement constitute forward-looking statements, including those
identified by the expressions “anticipate”, “believe”, “plan”, “estimate”, “expect”, “intend” and similar expressions
to the extent they relate to the Bank, the Reference Basket, or the Reference Shares. The forward-looking statements
are not historical facts but reflect the Bank’s current expectations regarding future results or events and are based on
information currently available to management. Reference is also made to the disclosure relating to forward-looking
statements contained in the Bank’s most recent Management’s Discussion and Analysis. These forward-looking
statements are subject to a number of risks and uncertainties that could cause actual results or events to differ
materially from current expectations or a forecast, projection or conclusion in such forward-looking statements,
including the matters discussed under “Certain Risk Factors” in the Base Shelf Prospectus and “Additional Risk
Factors Specific to Enhanced Return Notes” in the Product Supplement.
PS167–4TERMS OF THE OFFERING
The principal terms of the Notes set out below should be read in conjunction with the Base Shelf Prospectus and the Product
Supplement, and are incorporated by reference into the Base Shelf Prospectus. Capitalized terms not defined herein have the
meanings given to them in the Product Supplement or the Base Shelf Prospectus, as the case may be. The “Reference Share” is a
“Reference Asset” and the “Share Return” is an “Asset Return” as those terms are used in the Base Shelf Prospectus and the
Product Supplement. The Notes are denominated in Canadian dollars and in this Pricing Supplement, “$” refers to Canadian
dollars, unless otherwise specified.
Issue: Bank of Montreal Canadian Banks Accelerator Principal At Risk Notes, Series 59 (CAD), Due
August 23, 2021.
Issuer: Bank of Montreal.
Principal Amount: $100.00 per Note.
Minimum Subscription: $2,000.00 (20 Notes).
Issue Size: Maximum $10,000,000.00 of Notes. The Bank reserves the right to change the maximum issue
size in its sole and absolute discretion.
Issue Date: On or about February 22, 2018.
Final Valuation Date: August 16, 2021.
Maturity Date: August 23, 2021.
Term: Approximately three and half (3.5) years.
Reference Basket: The Reference Basket is comprised of the following Reference Shares:
Ticker
Company Name Symbol Exchange Share Weight
The Bank of Nova Scotia BNS TSX 20.00%
Royal Bank of Canada RY TSX 20.00%
The Toronto-Dominion Bank TD TSX 20.00%
Canadian Imperial Bank of Commerce CM TSX 20.00%
National Bank of Canada NA TSX 20.00%
The average dividend yield of the Reference Shares comprising the Reference Basket on
January 19, 2018 was 3.60%, representing an aggregate dividend yield of approximately 13.19%
compounded annually over the term of the Notes (assuming the dividend yield remains
constant). Additional information about the Reference Shares and the issuers of the Reference
Shares (each a “Company” and collectively, the “Companies”) can be found on
www.sedar.com or on the Companies’ respective public websites. The content of any websites
referred to in this Pricing Supplement is not incorporated by reference in, and does not form part
of, this Pricing Supplement.
An investment in the Notes does not represent a direct or indirect investment in the Reference
Shares. Holders have no right or entitlement to the dividends or distributions paid on the
Reference Shares and will only have a right against the Bank to be paid any amounts due under
the Notes. All actions (e.g., purchases, sales, and liquidations, etc.) taken in connection with the
Reference Basket are notional actions only. See Appendix C (The Reference Basket) for further
information on the Reference Basket.
Upside Participation: 200% participation (or 2.00 times the Basket Return) where the Basket Return is positive.
Payment at Maturity: The amount payable on a Note at Maturity (the “Maturity Payment Amount”) will be
determined as follows:
(i) If the Basket Return is positive on the Final Valuation Date, the Maturity Payment
Amount will equal $100.00 + ($100.00 × Basket Return × Upside Participation);
PS167–5and
(ii) If the Basket Return is negative on the Final Valuation Date, the Maturity Payment
Amount will equal $100.00 + ($100.00 × Basket Return), subject to the Minimum
Payment Amount of $1.00 per Note.
See Appendix A (Basket Return Profile) and Appendix B (Sample Calculations of Maturity
Payment Amount) to this Pricing Supplement for further discussion of the return payout
calculations for the Notes under different hypothetical Basket Return scenarios.
Minimum Payment Amount: $1.00 per Note.
Fees and Expenses: A selling concession fee of $3.00 per Note will be payable to the Dealers for further payment to
representatives, including representatives employed by the Dealers, whose clients purchase the
Notes. A fee of up to $0.20 per Note sold (or 0.20%) will be payable directly by the Bank to
Industrial Alliance Securities Inc. at closing from its own funds for acting as independent agent.
The payment of these fees will not reduce the amount on which the Maturity Payment Amount
payable on the Notes is calculated at Maturity.
Status/Rank: The Notes will be issued on an unsecured and unsubordinated basis and will rank equally, as
among themselves, and with all other outstanding direct, unsecured and unsubordinated, present
and future obligations of the Bank (except as otherwise prescribed by law), and will be payable
ratably without any preference or priority.
Credit Rating: The Notes have not been and will not be rated by any credit rating organization. As of the
date of this Pricing Supplement, the deposit liabilities of the Bank with a term to maturity of
more than one year were rated A1 by Moody’s Investors Service Inc., A+ by Standard & Poor’s
and AA by DBRS Limited. There is no assurance that, if the Notes were rated by such rating
agencies, they would have the same rating as the other deposit liabilities of the Bank. A 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.
Listing and Secondary The Notes will not be listed on any exchange or marketplace. BMO Capital Markets will use
Market: reasonable efforts under normal market conditions to provide a daily secondary market for the
sale of the Notes by Holders through the Fundserv network but reserves the right to elect not to
do so in the future, in its sole and absolute discretion, without prior notice to Holders. See
“Secondary Market” in the Product Supplement and “Description of the Notes — Fundserv” in
the Base Shelf Prospectus.
If a Note is sold within the first 360 days after the Issue Date, the proceeds from the sale of the
Early Trading Charge: Note will be reduced by an Early Trading Charge equal to a percentage of the Principal Amount
determined as follows:
If Notes sold within: Early Trading Charge
0 – 90 days 4.00%
91 – 180 days 3.00%
181 – 270 days 2.00%
271 – 360 days 1.00%
Thereafter Nil
PS167–6Special Circumstances: See “Special Circumstances” in Appendix D for a description of certain special circumstances,
including a Market Disruption Event and an Extraordinary Event, which may result in an
adjustment to the calculation or timing of payments due on the Notes.
Calculation Agent: BMO Capital Markets.
Dealers: BMO Nesbitt Burns Inc. and Industrial Alliance Securities Inc.
Book-Entry Only System: Book-entry only through CDS. See “Description of the Notes — Form of Notes and Transfer” in
the Base Shelf Prospectus.
Eligibility for Investment: Eligible for trusts governed by RRSPs, RRIFs, RESPs, RDSPs, TFSAs and DPSPs (other than a
trust governed by a DPSP to which contributions are made by the Bank or by an employer with
which the Bank does not deal at arm’s length within the meaning of the Tax Act).
Additional Tax Information: For additional information about the Canadian federal income tax considerations associated with
an investment in the Notes and the eligibility of the Notes for investment for certain registered
plans, see “Certain Canadian Federal Income Tax Considerations” and “Eligibility for
Investment” in the Product Supplement. The proposals contained in the federal Budget released
on March 22, 2016 and described in the Product Supplement have been enacted and will apply
to Notes sold by a Holder after 2016.
Continuous Disclosure: Ongoing information about the performance of the Notes will be available to Holders on the
Bank’s structured products website (www.bmosp.com). For additional information with respect
to continuous disclosure, please refer to “Description of the Notes — Continuous Disclosure” in
the Product Supplement.
Fundserv Code: JHN7222.
Suitability for Investment: Investors should independently determine, with their own advisors, whether an investment in the
Notes is suitable for them having regard to their own investment objectives and expectations.
The Notes may be suitable for investors:
• seeking a medium-term investment and who have an investment strategy consistent
with the features of the Notes;
• seeking the opportunity for an enhanced return over other traditional equity or fixed
rate investments and who are prepared to assume the risks associated with an
investment product with exposure to the common shares of five Canadian banks;
• who are willing and can afford to risk substantially all of their investment;
• who are comfortable with the Basket Return measured at issuance and maturity only
and willing to forego dividends, distributions or other income or amounts payable on
the Reference Shares;
• who are comfortable with no principal protection on an investment in the Notes; and
• who have considered the risks associated with an investment in the Notes.
An investment in the Notes is not suitable for investors seeking a guaranteed return or who
cannot withstand to lose some or substantially all of their investment. Investors should
independently determine, with their own advisors, whether an investment in the Notes is
suitable for them having regard to their own investment objectives and expectations.
Risk Factors: Risk factors relating to the Notes include but are not limited to the following:
• the return on the Notes is calculated using the Basket Return only. As such, an
investment in the Notes is not the same as making a direct or indirect investment in any
of the Reference Shares, including the right to receive dividends, distributions or other
income or amounts payable on the Reference Shares;
• there is no principal protection provided by these Notes. As a result, a Holder will be
fully exposed to the downside risks associated with an investment in the Reference
Shares. If the Basket Return is negative at Maturity, then a Holder will receive less than
PS167–7the Principal Amount he or she invested in the Notes and could lose some or
substantially all of his or her principal investment in the Notes;
• there may be no return payable on the Notes at Maturity. There will be no interest or
other payments made during the term of the Notes and there can be no assurance that
the Basket Return will be positive on the Final Valuation Date;
• there is no assurance of a secondary market and any such secondary market may be
illiquid or offer prices that may not reflect the price performance of the Reference
Shares;
• the Bank’s estimated value of the Notes on the Issue Date is only an estimate, and
based on a number of factors. The estimated value was determined on the pricing date
using the Bank’s internal pricing models, which take into account a number of
variables and assumptions about future events that may prove to be incorrect, including
expectations as to dividends and distributions, volatility, interest rates and the Bank’s
internal funding rates. The Bank’s internal funding rates may differ from the market
rates for the Bank’s conventional debt securities. The use of different pricing models
and assumptions could result in materially different values as compared to the Bank’s
estimated value. An estimated value calculated on the Issue Date may differ from the
current estimate, and the actual value of the Notes at any time will reflect many factors
and cannot be predicted with accuracy;
• the initial offering price of the Notes exceeds the estimated value of the Notes. The
difference between the initial offering price and the estimated value of the Notes results
from several factors, including the estimated profit that the Bank and its affiliates
expect to earn (which may or may not be realized) for assuming the risks in hedging
the Bank’s obligations under the Notes, and the estimated cost of hedging these
obligations. The Bank has adopted written policies and procedures for determining the
estimated value of the Notes which include: (i) the methodologies used for valuing
each type of component embedded in the Notes, (ii) the methods by which the Bank
will review and test valuations to assess the quality of the prices obtained as well as the
general functioning of the valuation process, and (iii) conflicts of interest;
• the estimated value of the Notes is not an indication or prediction of the price at which
BMO Capital Markets or any other person may be willing to purchase or sell the Notes
in the secondary market. The value of the Notes after the date of this Pricing
Supplement will vary based on many factors, including changes in market conditions,
and cannot be predicted with accuracy. As a result, the actual value that a Holder would
receive upon selling the Notes in the secondary market, if any, should be expected to
differ materially from the initial estimated value of the Notes. See “Additional Risk
Factors Specific to Enhanced Return Notes – General Risks Relating to Principal At
Risk Notes – Secondary Trading of the Notes” and “Secondary Market – Sale Prior to
Maturity” in the Product Supplement for more information concerning the value of the
Notes in the daily secondary market;
• subsidiaries of the Bank (including BMO Capital Markets) and the Dealers have
published, and in the future expect to publish, research reports with respect to some or
all of the Companies whose shares are included in the Reference Basket, which
research may express opinions or provide recommendations that are inconsistent with
purchasing or holding the Notes, and the Bank (including BMO Capital Markets) and
the Dealers may engage in transactions that affect the price performance of the
Reference Shares;
• the historical price performance of the Reference Shares should not be interpreted as an
indication of future price performance of the Reference Shares and the return on the
Notes will not reflect a direct or indirect investment in the Reference Shares;
• certain risk factors applicable to investors who invest directly in the Reference Shares
are also applicable to an investment in the Notes to the extent that such risk factors
could adversely affect the Basket Return; for a full description of these risk factors, you
should consult the respective disclosure documents of the Companies at
www.sedar.com;
PS167–8• in certain circumstances, such as the occurrence of a Merger Event or Substitution
Event, the shares of other issuers may become Replacement Shares for purposes of the
Notes, in place of the Reference Shares of the original Companies. The Calculation
Agent will have the discretion to designate an Alternate Security in connection with a
Substitution Event. See “Special Circumstances” in Appendix D. The potential return
on the Notes may be affected by changes in the circumstances of a Company following
a Merger Event or Tender Offer, or by the designation of a Replacement Share in place
of an original Reference Share;
• the Basket Return will be affected by changes in the market price of the Reference
Shares, which may fluctuate in accordance with changes in the financial condition of
the respective Companies, general market conditions in Canada and globally, and
factors affecting the financial services sector;
• if the Share Return of one or more of the Companies is negative, this will offset
positive Share Returns (if any) of the other Companies, potentially resulting in a
negative Basket Return;
• the Notes are linked only to the Reference Shares, which are limited to the common
shares of five Canadian banks. As a result, an investment in the Notes offers less
diversification than an investment in a larger portfolio comprising a broader range of
equities or securities in the financial services industry or a broader range of industries
and, therefore, may be subject to greater volatility. Accordingly, market conditions that
adversely affect one or more of the Companies in the Reference Basket are more likely
to adversely affect other Companies represented in the Reference Basket. The
profitability of Companies in the Reference Basket depends on, among other things, the
availability and cost of capital funds and can fluctuate significantly when interest rates
change. Losses resulting from financial difficulties of borrowers can negatively impact
financial services companies. Financial services companies may also be adversely
affected by a variety of other worldwide economic, financial and political factors,
including, without limitation, changes in the level of inflation, changes in exchange
rates, economic conditions, tax treatment, governmental regulation and intervention
and world events in the region in which the companies operate. Furthermore, the return
on the Notes could be adversely affected by the political, economic, financial and other
factors that influence the Canadian and global equities markets generally;
• none of the Bank, the Dealers or any of their respective affiliates or associates, has any
obligation or responsibility for the provision of future information in respect of the
Reference Shares and/or Companies and investors shall have no recourse against the
Bank, the Dealers or any of their respective affiliates or associates in connection with
any information relating to the Reference Shares and/or Companies that is not
contained in this Pricing Supplement. None of the Companies has participated in the
preparation of this Pricing Supplement and the Notes are not in any way sponsored,
endorsed, sold or promoted by any of the Companies; and
• the Notes have not been rated and will not be insured by the Canada Deposit Insurance
Corporation or any other entity and therefore the payments to Holders will be
dependent upon the financial health and creditworthiness of the Bank.
Investors should carefully consider with their advisors all of the information set out in the
prospectus before making any potential investment in the Notes. In particular, investors should
evaluate the key risks highlighted above as well as the risks under “Certain Risk Factors” in the
Base Shelf Prospectus and under the heading “Additional Risk Factors Specific to Enhanced
Return Notes” in the Product Supplement.
PS167–9APPENDIX A
BASKET RETURN PROFILE
The return profile below is provided for illustration purposes only. This graph demonstrates the payment on the
Notes based on a specific Basket Return at Maturity. There can be no assurance that any specific return will be
achieved on the Notes. All examples assume that a Holder has purchased Notes with an aggregate Principal Amount
of $100.00, that a Holder holds the Notes until Maturity and that no Extraordinary Event has occurred during the
term of the Notes.
The diagonal orange line represents the range of possible Basket Returns that could be generated by the Reference
Basket over the term of the Notes.
If the Basket Return is positive on the Final Valuation Date, a Holder will benefit from 200% Upside Participation
in any positive Basket Return. There is no cap or other limiting feature on the positive return of the Notes.
If the Basket Return is negative on the Final Valuation Date, a Holder will suffer a loss on the Notes equal to the
Basket Return (a negative number). There is no principal protection provided by these Notes so a Holder could lose
some or substantially all of his or her principal investment in the Notes (subject to a Minimum Payment Amount of
$1.00 per Note).
Maturity Payment Amount
$100
Accelerator Note Return
Reference Basket Return
$0
0%
Hypothetical Basket Return
PS167–10The table below shows the Maturity Payment Amount that a Holder would receive on the Notes based on various
hypothetical Basket Returns:
Maturity Payment Compounded
Basket Return Note Return
Amount Annual Return
100.00% 200.00% 300.00 36.86%
90.00% 180.00% 280.00 34.19%
80.00% 160.00% 260.00 31.38%
70.00% 140.00% 240.00 28.41%
60.00% 120.00% 220.00 25.26%
50.00% 100.00% 200.00 21.89%
40.00% 80.00% 180.00 18.28%
30.00% 60.00% 160.00 14.37%
20.00% 40.00% 140.00 10.09%
10.00% 20.00% 120.00 5.35%
0.00% 0.00% 100.00 0.00%
-10.00% -10.00% 90.00 -2.96%
-20.00% -20.00% 80.00 -6.17%
-30.00% -30.00% 70.00 -9.69%
-40.00% -40.00% 60.00 -13.57%
-50.00% -50.00% 50.00 -17.96%
-60.00% -60.00% 40.00 -23.03%
-70.00% -70.00% 30.00 -29.10%
-80.00% -80.00% 20.00 -36.85%
-90.00% -90.00% 10.00 -48.19%
-100.00% -99.00% 1.00 -73.16%
The Basket Return will be calculated based on the price performance of the Reference Shares, which will not reflect
the value of any dividends, distributions or other income or amounts accruing on the Reference Shares.
As shown above, if the Basket Return is positive on the Final Valuation Date, a Holder will receive a Maturity
Payment Amount equal to the sum of (i) the Principal Amount and (ii) the Principal Amount multiplied by (A) the
Basket Return and (B) the Upside Participation.
A Holder will benefit from 200% Upside Participation in any positive price performance of the Reference Shares.
There is no cap or other limiting feature on the positive return of the Notes.
PS167–11If the Basket Return is negative on the Final Valuation Date, a Holder will suffer a loss on the Notes equal to the
decline in the value of the Reference Basket from the Issue Date to the Final Valuation Date, a negative number.
There is no principal protection provided by these Notes so a Holder could lose some or substantially all of his or
her principal investment in the Notes (subject to a Minimum Payment Amount of $1.00 per Note).
If the Share Return of one or more of the Companies is negative, this will offset positive Share Returns (if any) of
the other Companies, potentially resulting in a negative Basket Return.
PS167–12APPENDIX B
SAMPLE CALCULATIONS OF MATURITY PAYMENT AMOUNT
The following examples show how the Basket Return and Maturity Payment Amount would be calculated based on
certain hypothetical values and assumptions set out below. These examples are for illustrative purposes only and
should not be construed as an estimate or forecast of the price performance of the Reference Shares or the
return that a Holder might realize on the Notes.
The Basket Return will be calculated based on the price performance of the Reference Shares, which will not reflect
the value of any dividends, distributions or other income or amounts accruing on the Reference Shares.
Based on the terms of the Notes in this Pricing Supplement, there is no Maximum Payment Amount on the Notes
and the Minimum Payment Amount is $1.00 per Note.
Upside Participation = 200% where the Basket Return is positive
Example #1 — Negative Basket Return
Ticker Share Initial Final Share Weighted
Company Name
Symbol Weight Price Price Return Return
The Bank of Nova Scotia BNS 20.00% 53.00 33.92 -36.00% -7.20%
Royal Bank of Canada RY 20.00% 58.00 27.84 -52.00% -10.40%
The Toronto-Dominion Bank TD 20.00% 35.00 19.95 -43.00% -8.60%
Canadian Imperial Bank of Commerce CM 20.00% 100.00 63.00 -37.00% -7.40%
National Bank of Canada NA 20.00% 32.00 21.76 -32.00% -6.40%
Basket Return -40.00%
Maturity Payment $60.00
20%
0%
Basket Return
-20%
-40% -40%
-60%
-80%
Yr 1 Yr 2 Yr 3 Yr 3.5
Term to Maturity (Years)
In this hypothetical scenario, a Holder will receive a Maturity Payment equal to the Principal Amount reduced by an
amount equal to the Basket Return on the Final Valuation Date (which will result in a Maturity Payment of less than
the Principal Amount as the Basket Return will be a negative amount), subject to the Minimum Payment Amount of
$1.00 per Note. The Maturity Payment Amount will be calculated as follows:
Maturity Payment Amount = Principal Amount + (Principal Amount × Basket Return)
= $100.00 + ($100.00 × -40.00%)
= $60.00 per Note
In this example, a Holder would receive payment of $60.00 for each $100.00 Note on the Maturity Date (which is
equivalent to a compounded annual loss of 13.57% on the Notes).
PS167–13Example #2 — Positive Basket Return
Ticker Share Initial Final Share Weighted
Company Name
Symbol Weight Price Price Return Return
The Bank of Nova Scotia BNS 20.00% 53.00 72.08 36.00% 7.20%
Royal Bank of Canada RY 20.00% 58.00 88.16 52.00% 10.40%
The Toronto-Dominion Bank TD 20.00% 35.00 50.05 43.00% 8.60%
Canadian Imperial Bank of Commerce CM 20.00% 100.00 137.00 37.00% 7.40%
National Bank of Canada NA 20.00% 32.00 42.24 32.00% 6.40%
Basket Return 40.00%
Maturity Payment $180.00
40% 40%
30%
Basket Return
20%
0%
-
20%
- Yr 1 Yr 2 Yr 3 Yr 3.5
40%
Term to Maturity (Years)
In this hypothetical scenario, since the Basket Return is positive on the Final Valuation Date, the Maturity Payment
Amount will be calculated as follows:
Maturity Payment Amount = Principal Amount + (Principal Amount × Basket Return × Upside Participation)
= $100.00 + ($100.00 × 40.00% × 200.00%)
= $180.00 per Note
In this example, a Holder would receive payment of $180.00 for each $100.00 Note on the Maturity Date (which is
equivalent to a compounded annual return of 18.28% on the Notes).
PS167–14APPENDIX C
THE REFERENCE BASKET
All information in this Pricing Supplement relating to the Reference Shares and the Companies is derived from and
based solely upon publicly available sources and is presented in this Pricing Supplement in summary form only. In
connection with the offering of Notes, none of the Bank, the Dealers or any of their respective affiliates or associates
(i) have participated in the preparation of such documents or made any due diligence inquiry with respect to any
Company, (ii) makes any representation that such publicly available documents or any other publicly available
information regarding any Company is current, accurate or complete, or (iii) has any obligation or responsibility for
the provision of future information in respect of the Reference Shares and/or the Companies.
General Description
The Reference Basket is initially comprised of the shares of the following Companies listed by name, ticker symbol,
primary stock exchange, and Share Weight (as defined below), subject to any adjustments that may be made upon
the occurrence of certain special circumstances described under “Special Circumstances” in Appendix D. If the
composition of the Reference Basket changes upon the occurrence of an event described in “Appendix D – Special
Circumstances”, details of any such changes will be available at www.bmosp.com.
Company Name Ticker Symbol Exchange Share Weight
The Bank of Nova Scotia BNS TSX 20.00%
Royal Bank of Canada RY TSX 20.00%
The Toronto-Dominion Bank TD TSX 20.00%
Canadian Imperial Bank of Commerce CM TSX 20.00%
National Bank of Canada NA TSX 20.00%
This Pricing Supplement relates only to the Notes offered hereby and does not relate to any Reference Shares or
other securities of any Company.
Brief Description of the Reference Shares
The following are brief descriptions of each Company whose Reference Shares are included in the Reference Basket
and a graph illustrating the price performance of such Reference Shares for the periods indicated. Past performance
of the Reference Shares is not indicative of future performance. Closing Prices of the Reference Shares could
vary significantly from the last Closing Price indicated in each historical price performance graph.
The Bank of Nova Scotia
The Bank of Nova Scotia (“BNS”) and its affiliates provide retail, commercial, corporate, investment and wholesale
banking services in both domestic and international markets. BNS provides retail and small business banking,
commercial banking, wealth management services, retail and commercial banking operations outside of Canada,
and, through Scotia Capital, wholesale banking services. The Reference Shares of BNS are listed on the TSX under
the symbol BNS. Additional information about the Company and its Reference Shares can be found at
www.sedar.com, or on its public website at www.scotiabank.com.
The following graph illustrates the price performance of the Reference Shares of BNS for the period beginning on
January 19, 2008 and ending on January 19, 2018. During this period, the lowest Closing Price was $24.20 and the
highest Closing Price was $84.87. As of January 19, 2018, the Closing Price of such Reference Shares was $81.99
and the 12-month dividend yield of such Reference Shares was 3.78%.
PS167-15The Bank of Nova Scotia
Historical Prices January 19, 2008 - January 19, 2018
90
80
70
Price (C$)
60
50
40
30
20
10
0
Source: Bloomberg
Royal Bank of Canada
Royal Bank of Canada (“RBC”) and its subsidiaries are diversified financial service providers that operate under the
master brand name of RBC. RBC provides personal and commercial banking, wealth management services,
insurance, corporate and investment banking, and transaction processing services on a global basis. The Reference
Shares of RBC are listed on the TSX under the symbol RY. Additional information about the Company and its
Reference Shares can be found at www.sedar.com, or on its public website at www.rbc.com.
The following graph illustrates the price performance of the Reference Shares of RBC for the period beginning on
January 19, 2008 and ending on January 19, 2018. During this period, the lowest Closing Price was $25.82 and the
highest Closing Price was $107.72. As of January 19, 2018, the Closing Price of such Reference Shares was $107.72
and the 12-month dividend yield of such Reference Shares was 3.23%.
Royal Bank of Canada
Historical Prices January 19, 2008 - January 19, 2018
120
100
Price (C$)
80
60
40
20
0
Source: Bloomberg
PS167–16The Toronto-Dominion Bank
The Toronto-Dominion Bank (“TD”) conducts a general banking business through banking branches and offices
located throughout Canada and overseas. TD and other subsidiaries offer a broad range of banking, advisory
services, and discount brokerage to individuals, businesses, financial institutions, governments, and multinational
corporations. The Reference Shares of TD are listed on the TSX under the symbol TD. Additional information about
the Company and the Reference Shares can be found at www.sedar.com, or on its public website at www.td.com.
The following graph illustrates the price performance of the Reference Shares of TD for the period beginning on
January 19, 2008 and ending on January 19, 2018. During this period, the lowest Closing Price was $16.40 and the
highest Closing Price was $75.05. As of January 19, 2018, the Closing Price of such Reference Shares was $74.08
and the 12-month dividend yield of such Reference Shares was 3.24%.
The Toronto-Dominion Bank
Historical Prices January 19, 2008 - January 19, 2018
80
70
60
Price (C$)
50
40
30
20
10
0
Source: Bloomberg
Canadian Imperial Bank of Commerce
Canadian Imperial Bank of Commerce (“CIBC”) provides banking and financial services to consumers, individuals
and corporate clients in Canada and around the world. CIBC provides retail financial products and services to
individual and small business clients, investment management services to retail and institutional clients globally,
and, through CIBC World Markets, wholesale and corporate banking services. The Reference Shares of CIBC are
listed on the TSX under the symbol CM. Additional information about the Company and its Reference Shares can be
found at www.sedar.com, or on its public website at www.cibc.com.
The following graph illustrates the price performance of the Reference Shares of CIBC for the period beginning on
January 19, 2008 and ending on January 19, 2018. During this period, the lowest Closing Price was $37.10 and the
highest Closing Price was $123.99. As of January 19, 2018, the Closing Price of such Reference Shares was $122.53
and the 12-month dividend yield of such Reference Shares was 4.19%.
PS167–17Canadian Imperial Bank of Commerce
Historical Prices January 19, 2008 - January 19, 2018
140
120
100
Price (C$)
80
60
40
20
0
Source: Bloomberg
National Bank of Canada
National Bank of Canada (“NBC”) is an integrated group providing financial services to consumers, small and
medium-sized enterprises and large corporations in its core market, and offering specialized services to clients
elsewhere in the world, including retail, corporate and investment banking, and, through its subsidiaries, securities
brokerage, insurance, wealth management, mutual fund and retirement plan management. The Reference Shares of
NBC are listed on the TSX under the symbol NA. Additional information about the Company and its Reference
Shares can be found at www.sedar.com, or on its public website at www.nbc.ca.
The following graph illustrates the price performance of the Reference Shares of NBC for the period beginning on
January 19, 2008 and ending on January 19, 2018. During this period, the lowest Closing Price was $12.81 and the
highest Closing Price was $65.08. As of January 19, 2018 the Closing Price of such Reference Shares was $65.08
and the 12-month dividend yield of such Reference Shares was 3.56%.
National Bank of Canada
Historical Prices January 19, 2008 - January 19, 2018
70
60
50
Price (C$)
40
30
20
10
0
Source: Bloomberg
PS167–18About the Companies
Each of the Companies is a reporting issuer or the equivalent in Canada 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 SEDAR’s website at www.sedar.com.
Furthermore, information may be available at each Company’s website, as listed above. The content of any websites
referred to in this Pricing Supplement is not incorporated by reference in, and does not form part of, this Pricing
Supplement.
All information in this Pricing Supplement relating to the Reference Shares and the Companies is derived from and
based solely upon publicly available sources and is presented in this Pricing Supplement in summary form only. In
connection with the offering of Notes, none of the Bank, the Dealers or any of their respective affiliates or associates
(i) have participated in the preparation of such documents or made any due diligence inquiry with respect to any
Company, (ii) makes any representation that such publicly available documents or any other publicly available
information regarding any Company is current, accurate or complete, or (iii) has any obligation or responsibility for
the provision of future information in respect of the Reference Shares and/or the Companies.
Investors shall have no recourse against the Bank, the Dealers or any of their respective affiliates or associates in
connection with any information about and/or relating to the Reference Shares and/or the Companies that is not
contained in this Pricing Supplement. The Companies have not participated in the preparation of this Pricing
Supplement and the Notes are not in any way sponsored, endorsed, sold or promoted by any of the Companies.
The decision to offer the Notes pursuant to this Pricing Supplement will have been taken independently of any
decision by the Bank to purchase Reference Shares in the primary or secondary market. Except with respect to any
hedging activities in which the Bank engages with respect to its obligations under the Notes, any decision by the
Bank to purchase Reference Shares in the primary or the secondary market will have been taken independently of
the Banks’s decision to offer the Notes pursuant to this Pricing Supplement. The Bank’s employees involved in the
structuring of, and the decision to offer, the Notes are not privy to any non-public information regarding either
primary or secondary market purchases of the Reference Shares made by the Bank in connection with any primary
distribution made by the Companies.
PS167–19APPENDIX D
SPECIAL CIRCUMSTANCES
Potential Adjustment Event
Following the declaration by a Company of a Potential Adjustment Event (as defined below) in respect of a
Reference Share which is in the Reference Basket at the time of such declaration, the Calculation Agent, acting in its
sole and absolute discretion, will determine whether such Potential Adjustment Event has a diluting or concentrative
effect on the theoretical value of the relevant Reference Share and, if so, will (i) make the corresponding
adjustments, if any, to any one or more of the Initial Price, the Share Weight, the formula for calculating the Share
Return (as defined below) of such Reference Share, or any other component or variable relevant to the determination
of the Basket Return and the Maturity Payment as the Calculation Agent, acting in its sole and absolute discretion,
determines appropriate to account for the diluting or concentrative effect and (ii) determine the effective date of the
adjustments. The Calculation Agent may, but need not, determine any appropriate adjustments by reference to the
adjustments in respect of such Potential Adjustment Event made by an options exchange to options on the relevant
Reference Share traded on such options exchange. Unless expressly provided below, the Calculation Agent will
make no adjustment in respect of any distribution of cash.
“Potential Adjustment Event” means, in respect of the relevant Reference Shares, the occurrence of any of the
following events, as determined by the Calculation Agent, acting in its sole and absolute discretion:
(i) a subdivision, consolidation or reclassification of the relevant Reference Shares (unless resulting
in a Merger Event, as defined below), or a free distribution or dividend of any such Reference
Shares to existing holders thereof by way of bonus, capitalization or similar issue;
(ii) a distribution, issue or dividend to existing holders of the relevant Reference Shares of (a) such
Reference Shares, (b) other share capital or securities granting the right to payment of dividends,
distributions and/or the proceeds of liquidation of the applicable Company equally or
proportionately with such payments to holders of such Reference Shares, (c) share capital or other
securities of another issuer acquired or owned (directly or indirectly) by the applicable Company
as a result of a spin off or other similar transaction, or (d) any other type of securities, rights or
warrants or other assets, in any case for payment (cash or other consideration) at less than the
prevailing market price as determined by the Calculation Agent;
(iii) an extraordinary dividend or distribution paid by the applicable Company in respect of such
Reference Shares (where the characterization of a dividend or distribution as “extraordinary” will
be determined by the Calculation Agent);
(iv) a call by the applicable Company in respect of the relevant Reference Shares that are not fully
paid;
(v) a repurchase by the applicable Company or any of its subsidiaries of the relevant Reference Shares
whether out of profits or capital and whether the consideration for such repurchase is cash,
securities or a combination of cash and securities (other than a repurchase which constitutes a
Tender Offer (as defined below));
(vi) any event that results in any shareholder rights being distributed or becoming separated from the
relevant Reference Shares or other securities of the capital stock of the applicable Company
pursuant to a shareholder rights plan or arrangement directed against hostile takeovers that
provides upon the occurrence of certain events for a distribution of preferred shares, warrants, debt
instruments or share rights at a price below their market value, as determined by the Calculation
Agent, provided that any adjustment effected as a result of such an event will be readjusted upon
any redemption or exercise of such rights; or
(vii) any other event that the Calculation Agent determines in its sole and absolute discretion may have
a diluting or concentrative effect on the theoretical value of the relevant Reference Shares.
PS167–20Merger Event and Tender Offer
On or after a Merger Date or Tender Offer Date (each as defined below), the Calculation Agent, acting in its sole
and absolute discretion, (i) will (A) make adjustment(s), if any, to any one or more of the Initial Price, Share Weight,
the formula for calculating the Share Return for such Reference Share, or any other component or variable relevant
to the determination of the Basket Return and the Maturity Payment as the Calculation Agent determines appropriate
to account for the economic effect on the Notes of the relevant Merger Event or Tender Offer, which may, but need
not, be determined by reference to the adjustments made in respect of such Merger Event or Tender Offer by an
options exchange to options on the relevant Reference Shares traded on such options exchange, and (B) determine
the effective date of the adjustments, or (ii) if the Calculation Agent determines that no adjustments that it could
make under (i) will produce a commercially reasonable result, may deem the relevant Merger Event or Tender Offer
to be a Substitution Event subject to the provisions of “Substitution Event” below.
“Merger Event” means, in respect of the relevant Reference Shares, any (i) reclassification, reorganization,
consolidation or change of such Reference Shares that results in a transfer of, or an irrevocable commitment to
transfer, all such Reference Shares outstanding to another entity or person, (ii) statutory arrangement, consolidation,
amalgamation, merger or binding security exchange of the relevant Company with or into another entity or person
(other than a statutory arrangement, consolidation, amalgamation, merger or binding security exchange in which the
Company is the continuing entity and which does not result in a reclassification, reorganization, consolidation or
change of all such Reference Shares outstanding), (iii) takeover bid (within the meaning of applicable securities
laws), tender offer, exchange offer, solicitation, proposal or other event by any entity or person to purchase or
otherwise obtain 100% of the outstanding Reference Shares of such Company that results in a transfer of, or an
irrevocable commitment to transfer, all such Reference Shares (other than such Reference Shares owned or
controlled by such other entity or person), (iv) statutory arrangement, consolidation, amalgamation, merger or
binding security exchange of the relevant Company with or into another entity in which such Company is the
continuing entity and which does not result in a reclassification, reorganization, consolidation or change of all such
Reference Shares outstanding but results in such Reference Shares (other than such Reference Shares owned or
controlled by such other entity) immediately prior to such event collectively representing less than 50% of the
outstanding Reference Shares immediately following such event (commonly referred to as a “reverse merger”), or
(v) sale of all or substantially all of the assets of the relevant Company (or any lease, long term supply agreement or
other arrangement having the same economic effect as a sale of all or substantially all of the assets of the Company)
in each case if the Merger Date is on or before the date on which the Share Return in respect of such Reference
Shares is determined.
“Merger Date” means the closing date of a Merger Event or, where a closing date cannot be determined under the
local law applicable to such Merger Event, such other date as determined by the Calculation Agent.
“Tender Offer” means, in respect of a Reference Share, a takeover bid (within the meaning of applicable securities
laws), tender offer, exchange offer, solicitation, proposal or other event by any entity or person (including, for
greater certainty, an issuer bid) that results in such entity or person, directly or indirectly, acquiring or otherwise
obtaining or having the right to acquire, by conversion or other means, together with such entity’s or person’s
Reference Shares, greater than 20% and less than 100% of the outstanding relevant Reference Shares of the
applicable Company, as determined by the Calculation Agent, based upon the making of filings with governmental
or self-regulatory agencies or such other information as the Calculation Agent deems relevant.
“Tender Offer Date” means, in respect of a Tender Offer, the date on which the relevant Reference Shares in the
amount of the applicable percentage threshold are actually purchased or otherwise obtained (as determined by the
Calculation Agent).
Substitution Event
Upon the Calculation Agent becoming aware of the occurrence of a Substitution Event (as defined below) in respect
of the relevant Reference Shares, the following will apply in respect of those shares, effective on a date (the
“Substitution Date”) as determined by the Calculation Agent, acting in its sole and absolute discretion:
(i) any adjustments set out under “Potential Adjustment Event” above in respect of such Reference
Shares will not apply;
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