加拿大丰业银行美股招股说明书(2025-04-28版)

The Bank of Nova Scotia $28,038,210 Capped GEARS Linked to the Russell 2000®Index due June 30, 2026Investment Description The Bank of Nova Scotia Capped GEARS (the “Securities”) are senior unsecured debt securities issued by The Bank of Nova Scotia (“BNS” or the “issuer”) linked to theperformance of the Russell 2000® Index (the “underlying”). The amount you receive at maturity will be based on the direction and percentage change in the level of theunderlying from the initial level to the final level (the “underlying return”) and whether the closing level of the underlying on the final valuation date (the “final level”) is lessthan 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 cashpayment per Security at maturity equal to the principal amount. If, however, the underlying return is negative, BNS will pay you a cash payment per Security at maturitythat is less than the principal amount, if anything, resulting in a percentage loss on your principal amount equal to the underlying return and, in extreme situations, youcould lose your entire investment in the Securities.Investing in the Securities involves significant risks. The Securities do not pay interest. You may lose some or Features EnhancedExposure to Positive Underlying Return up to the Maximum Gain:Atmaturity, the Securities provide exposure to any positive underlying return multiplied by theupside gearing, up to the maximum gain. FullDownside Market Exposure:If the underlying return is negative, BNS will pay you a cash 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. Any *We expect to deliver the Securities against payment on the third business day followingthetrade date.Under Rule 15c6-1 of the Securities Exchange Act of 1934,asamended, trades in the secondary market generally are required to settle in onebusinessday(T+1),unless the parties to a trade expressly agree otherwise.Accordingly, purchasers who wish to trade the Securities in the secondary market on **Subject to postponement in the event of a market disruption event, as described in theaccompanying 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 thecredit risk inherent in purchasing a debt obligation of BNS. You should not purchase the Securities if you do not understand or are not comfortable with the You should carefully consider the risks described under “Key Risks” beginning on page P-3 herein and under “Additional Risk Factors Specific to the Notes”beginning on page PS-6 of the accompanying product supplement and “Risk Factors” beginning on page S-2 of the accompanying prospectus supplementand on page 8 of the accompanying prospectus. Events relating to any of those risks, or other risks and uncertainties, could adversely affect the marketvalue of, and the return on your Securities. You may lose some or all of your investment in the Securities. The Securities will not be listed or displayed on any Security Offering The return on the Securities is subject to, and will not exceed, the “maximum gain” or the corresponding “maximum payment at maturity per Security”. The Securities areoffered at a minimum investment of $1,000, or 100 Securities at $10 per Security, and integral multiples of $10 in excess thereof. 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 dated November 8, 2024 and this document. Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved of these Securities or pas