加拿大丰业银行美股招股说明书(2025-04-28版)

performance of the Russell 2000®than the initial level. If the underlying return is positive, BNS will pay you a cash payment per Security at maturity equal to the principal amount plus a percentage returnequal to the lesser of (a) the underlying return multiplied by the upside gearing and (b) the maximum gain. If the underlying return is zero, BNS will pay you a cash all of your investment in the Securities. The contingent repayment of principal applies only if you hold the Securities to maturity. Any payment on theSecurities, including any repayment of principal, is subject to the creditworthiness of BNS. If BNS were to default on its payment obligations you may notreceive any amounts owed to you under the Securities and you could lose your entire investment in the Securities. EnhancedExposure to Positive Underlying Return up to the Maximum Gain:Atmaturity, the Securities provide exposure to any positive underlying return multiplied by the upside gearing, up to the maximum gain.FullDownside Market Exposure:If the underlying return is negative, BNS will pay you acash payment per Security at maturity that is less than the principal amount, if anything,resulting in a percentage loss on your principal amount equal to the underlying return and,inextreme situations,you could lose your entire investment in the Securities.Thecontingent repayment of principal applies only if you hold the Securities to maturity. Anypaymenton the Securities,including any repayment of principal,is subject to thecreditworthiness of BNS.April 25, 2025 any date prior to one business day before delivery of the Securities will be required, byvirtue of the fact that each Security initially will settle in three business days (T+3), to specifyalternative settlement arrangements to prevent a failed settlement of thesecondary market trade. accompanying product supplement.Notice to investors: the Securities are significantly riskier than conventional debt instruments. The issuer is not necessarily obligated to repay the principalamount of the Securities at maturity, and the Securities have the same downside market risk as that of the underlying. This market risk is in addition to the The initial estimated value of your Securities at the time the terms of your Securities were set on the trade date was $9.74 per principal amount, which is less than theissue price to public listed below. See “Additional Information Regarding Estimated Value of the Securities” herein and “Key Risks” beginning on page P-3 of thisdocument for additional information. The actual value of your Securities at any time will reflect many factors and cannot be predicted with accuracy.See “Additional Information About BNS and the Securities” on page P-ii. The Securities will have the terms set forth in the accompanying productsupplement dated November 8, 2024, underlier supplement dated November 8, 2024, prospectus supplement dated November 8, 2024, prospectus datedNovember 8, 2024 and this document. the U.S. Federal Deposit Insurance Corporation or any other government agency of Canada, the U.S. or any other jurisdiction. The Securities are not bail-inable debtsecurities under the CDIC Act.Offering of SecuritiesIssue Price to PublicUnderwriting Discount(1)(2)Proceeds to The Bank of Nova Scotia Scotia Capital (USA) Inc. (“SCUSA”), our affiliate, has agreed to purchase the Securities at the principal amount and, as part of the distribution of the Securities, has agreed to sell the Securities toUBS Financial Services Inc. (“UBS”) at the discount specified in the table above. See “Supplemental Plan of Distribution (Conflicts of Interest); Secondary Markets (if any)” herein for additionalThis amount excludes any profits to BNS, SCUSA or any of our other affiliates from hedging. See “Key Risks” and “Supplemental Plan of Distribution (Conflicts of Interest); Secondary Markets (ifany)” herein for additional considerations relating to hedging activities.Scotia Capital (USA) Inc.Services Inc. You should read this pricing supplement together with the prospectus dated November 8, 2024, as supplemented by theprospectus supplement dated November 8, 2024, the underlier supplement dated November 8, 2024 and the product supplement(Market-Linked Notes, Series A) dated November 8, 2024, relating to our Senior Note Program, Series A, of which these TheSecurities may vary from the terms described in the accompanying prospectus,prospectus supplement,underlier documents incorporated by reference herein. In the event of any conflict between this pricing supplement and any of theforegoing, the following hierarchy will govern: first, this pricing supplement; second, the accompanying product supplement; third,theaccompanying underlier supplement;fourth,the accompanying prospectus supplement;and last,the accompanying We urge you to consult your investment, legal, tax, accounting and other advisors concerning an investment in the Securities inlight of your particular circumstances.You may a