加拿大丰业银行美股招股说明书(2025-01-27版)

7.350% Fixed Rate ResettingLimited Recourse Capital Notes, Series 6(Non-Viability Contingent Capital (NVCC))(subordinated indebtedness) The US$1,000,000,000 aggregate principal amount of 7.350% Fixed Rate Resetting Limited Recourse Capital Notes, Series 6 (Non-Viability Contingent Capital (NVCC)) (subordinated indebtedness) (the “Notes”) offered by this prospectus supplement (this“Prospectus Supplement”) mature on April 27, 2085 (the “Maturity Date”). From and including January 31, 2025 (the “Issue Date”) to,but excluding, April 27, 2030 (such date and each fifth (5th) anniversary date thereafter, a “Reset Date”), interest will accrue on the Notesat an initial rate equal to 7.350% per annum. From and including each Reset Date to, but excluding, the next following Reset Date,interest will accrue on the Notes at a rate per annum equal to the sum, as determined by the Calculation Agent (as defined herein), of(i) the then-prevailing U.S. Treasury Rate (as defined herein) on the relevant Reset Rate Determination Date (as defined herein) and (ii)2.903%. The Bank of Nova Scotia (the “Bank”) will pay interest on the Notes quarterly in arrears on January 27, April 27, July 27 andOctober 27 of each year, commencing on April 27, 2025 (short first interest payment period) (each, an “Interest Payment Date”). In the event of a Recourse Event (as defined herein), which includes a non-payment in cash by the Bank of the Redemption Price(as defined herein) for the Notes when due, the occurrence of a Failed Principal Payment Date (as defined herein), Failed CouponPayment Date (as defined herein), event of default (as such term is defined in “Description of the Debt Securities We May Offer— Events of Default” of the accompanying Prospectus) and Trigger Event (as defined herein), while a Noteholder will have aclaim against the Bank for the principal amount of the Notes and any accrued and unpaid interest (which will then be due andpayable), the Noteholder’s sole recourse in respect of such claim will be limited to such Noteholder’s proportionate share of theCorresponding Trust Assets (as defined herein) held by the LRT Trustee (as defined herein) in respect of the Notes in theLimited Recourse Trust (as defined herein), which initially shall consist of AT1 Notes (as defined herein). See “Description of theNotes — Limited Recourse”. This Prospectus Supplement also relates to the offering and issuance of 7.350% Fixed Rate Resetting Perpetual Subordinated AdditionalTier 1 Capital Notes (Non-Viability Contingent Capital (NVCC)) (subordinated indebtedness) (the “AT1 Notes”) to the LRT Trustee asCorresponding Trust Assets. The AT1 Notes will be issued on or before the Issue Date. The AT1 Notes deliverable upon a Recourse Event have no scheduled maturity and AT1 Noteholders (as defined herein) do nothave the right to call for their redemption. Interest on the AT1 Notes will be due and payable only at the Bank’s sole andabsolute discretion at any time while the AT1 Notes are no longer held by the LRT Trustee, and the Bank may cancel (in wholeor in part) any interest payment at any time. Any cancelled interest payments will not be cumulative. Accordingly, the Bank isnot required to make any repayment of the principal amount of the AT1 Notes except in the event of bankruptcy or insolvencyand provided that an NVCC Automatic Conversion (as defined herein) has not occurred. As a result, if Noteholders’ (as definedherein) investment in the Notes becomes an investment in the AT1 Notes pursuant to the limited recourse feature of the Notes,Noteholders could lose part or all of their investment in the Notes. See “Description of the Notes — Limited Recourse” and“Description of the AT1 Notes — NVCC Automatic Conversion.” The Notes, and the AT1 Notes to the extent they are held by Noteholders after a Recourse Event, are intended to qualify as AdditionalTier 1 capital of the Bank within the meaning of the regulatory capital adequacy requirements to which the Bank is subject. The Notesand the AT1 Notes will be the Bank’s direct unsecured obligations. The Notes and the AT1 Notes will constitute subordinatedindebtedness for the purposes of theBank Act(Canada) (the “Bank Act”). In the event of the Bank’s insolvency or winding-up, aRecourse Event will have occurred with respect to the Notes and the sole remedy of a holder of the Notes (a“Noteholder”) shall berecourse to such Noteholder’s proportionate share of the Corresponding Trust Assets. Upon delivery to the Noteholders of their proportionate share of the Corresponding Trust Assets following such Recourse Event, all Notes will cease to be outstanding. In theevent of the Bank’s insolvency or winding-up, the AT1 Notes will rank (a) subordinate in right of payment to the prior payment in full ofall Higher Ranked Indebtedness (as defined herein) and (b) in right of payment equally with and not prior to Deeply SubordinatedIndebtedness (as defined herein) (other than Deeply Subordinated Indebtedness w