加拿大丰业银行美股招股说明书(2025-05-05版)

Autocallable Strategic Accelerated Redemption SecuritiesLinked to a Basket of Two ETFs ￭Automatically callable if the Observation Level on any Observation Date, occurring approximately six, nine and twelve months after the pricing date, is at or above the StartingValue ￭In the event of an automatic call, the amount payable per unit will be: ￭$10.85250 if called on the first Observation Date￭$11.27875 if called on the second Observation Date ●The Basket is comprised of the SPDR®Gold Shares and theiShares®￭If not called on either of the first two Observation Dates, a maturity of approximately one year ￭If not called, 1-to-1 downside exposure to decreases in the Basket with up to 100.00% of your principal amount at risk ￭All payments are subject to the credit risk of The Bank of Nova Scotia ￭No periodic interest payments ￭In addition to the underwriting discount set forth below, the notes include a hedging-related charge of $0.05 per unit. See “Structuring the Notes” ￭Limited secondary market liquidity, with no exchange listing￭The notes are unsecured debt securities and are not savings accounts or insured deposits of a bank. The notes are not insured or guaranteed by the Canada DepositInsurance Corporation (the “CDIC”), the U.S. Federal Deposit Insurance Corporation (the “FDIC”), or any other governmental agency of Canada, the United States or anyother jurisdiction The notes are being issued by The Bank of Nova Scotia (“BNS”). There are important differences between the notes and aconventional debt security, including different investment risks and certain additional costs. See “Risk Factors” beginning onpage TS-6of this term sheet, “Additional Risk Factors” beginning on page TS-7 of this term sheet and “Risk Factors” beginningon page PS-7 of product supplement EQUITY STR-1. The initial estimated value of the notes as of the pricing date is $9.76per unit, which is less than the public offering price listedbelow.See “Summary” on the following page, “Risk Factors” beginning on page TS-6 of this term sheet and “Structuring the Notes” onpage TS-16 of this term sheet for additional information. The actual value of your notes at any time will reflect many factors and cannot be None of the U.S. Securities and Exchange Commission (the “SEC”), any state securities commission, or any other regulatory body hasapproved or disapproved of these notes or determined if this Note Prospectus (as defined below) is truthful or complete. Anyrepresentation to the contrary is a criminal offense. Summary The Autocallable Strategic Accelerated Redemption Securities®Linked to a Basket of Two ETFs, due May 15, 2026 (the “notes”) are our seniorunsecured debt securities. The notes are not guaranteed or insured by the CDIC or the FDIC, and are not, either directly or indirectly, an obligationof any third party. The notes are not bail-inable debt securities (as defined in the prospectus).The notes will rank equally with all of our otherunsecured senior debt. Any payments due on the notes, including any repayment of principal, will be subject to the credit risk of BNS.The notes will be automatically called at the applicable Call Amount if the Observation Level of the Market Measure, which is the basket of two ETFs described below (the “Basket”), on any Observation Date is equal to or greater than the Call Level. If the notes are not called, at maturity, ifthe Ending Value is less than the Threshold Value, you will lose all or a portion of the principal amount of your notes. Payments on the notes willbe calculated based on the $10 principal amount per unit and will depend on the performance of the Basket, subject to our credit risk. See “Terms The economic terms of the notes (including the Call Premiums and Call Amounts) are based on our internal funding rate, which is the rate wewould pay to borrow funds through the issuance of market-linked notes, and the economic terms of certain related hedging arrangements. Ourinternal funding rate is typically lower than the rate we would pay when we issue conventional fixed rate debt securities. This difference in fundingrate, as well as the underwriting discount and the hedging related charge described below, reducedthe economic terms of the notes to you and Gold Shares and the iShares®Silver Trust (each a “Basket Component”), each of which is given an equal On the cover page of this term sheet, we have provided the initial estimated value for the notes. The initial estimated value was determined byreference to our internal pricing models, which take into consideration certain factors, such as our internal funding rate on the pricing date and ourassumptions about market parameters. For more information about the initial estimated value and the structuring of the notes, see “Structuring the Payment Determination Terms of the Notes Redemption Amount Determination: If the notes are not called, you will receive the RedemptionAmount per unit on the maturity date, determined as follow