加拿大丰业银行美股招股说明书(2025-10-01版)

US$1,000,000,000 6.875% Fixed Rate ResettingLimited Recourse Capital Notes, Series 7(Non-ViabilityContingent Capital (NVCC))(subordinated indebtedness) The US$1,000,000,000 aggregate principal amount of 6.875% Fixed Rate Resetting Limited Recourse Capital Notes, Series7(Non-ViabilityContingent Capital (NVCC))(subordinated indebtedness) (the “Notes”) offered by this prospectus supplement (this “Prospectus Supplement”) mature on October 27, 2085 (the “Maturity Date”). From andincluding October 8, 2025 (the “Issue Date”) to, but excluding, October 27, 2035 (such date and each fifth (5th) anniversary date thereafter, a “Reset Date”), interest will accrue onthe Notes at an initial rate equal to 6.875% per annum. From and including each Reset Date to, but excluding, the next following Reset Date, interest will accrue on the Notes at arate 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 ResetRate Determination Date (as defined herein) and (ii) 2.734%. The Bank of Nova Scotia (the “Bank”) will pay interest on the Notes quarterly in arrears on January27, April 27, July27and October 27 of each year, commencing on January 27, 2026 (each, an “Interest Payment Date”). In the event of a Recourse Event (as defined herein), which includes anon-paymentin cash by the Bank of the Redemption Price (as defined herein) for the Noteswhen due, the occurrence of a Failed Principal Payment Date (as defined herein), Failed Coupon Payment Date (as defined herein), event of default (as such term isdefined in “Description of the Debt Securities We May Offer — Events of Default” of the accompanying Prospectus) and Trigger Event (as defined herein), while aNoteholder will have a claim against the Bank for the principal amount of the Notes and any accrued and unpaid interest (which will then be due and payable), theNoteholder’s sole recourse in respect of such claim will be limited to such Noteholder’s proportionate share of the Corresponding Trust Assets (as defined herein) held bythe LRT Trustee (as defined herein) in respect of the Notes in the Limited Recourse Trust (as defined herein), which initially shall consist of AT1 Notes (as definedherein). See “Description of the Notes — Limited Recourse”. This Prospectus Supplement also relates to the offering and issuance of 6.875% Fixed Rate Resetting Perpetual Subordinated Additional Tier 1 Capital Notes(Non-ViabilityContingent Capital (NVCC)) (subordinated indebtedness) (the “AT1 Notes”) to the LRT Trustee as Corresponding Trust Assets. The AT1 Notes will be issued on or before the IssueDate. The AT1 Notes deliverable upon a Recourse Event have no scheduled maturity and AT1 Noteholders (as defined herein) do not have the right to call for theirredemption. Interest on the AT1 Notes will be due and payable only at the Bank’s sole and absolute discretion at any time while the AT1 Notes are no longer held by theLRT Trustee, and the Bank may cancel (in whole or in part) any interest payment at any time. Any cancelled interest payments will not be cumulative. Accordingly, theBank is not required to make any repayment of the principal amount of the AT1 Notes except in the event of bankruptcy or insolvency and provided that an NVCCAutomatic Conversion (as defined herein) has not occurred. As a result, if Noteholders’ (as defined herein) investment in the Notes becomes an investment in the AT1Notes 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—LimitedRecourse” 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 Additional Tier 1 capital of the Bank within themeaning of the regulatory capital adequacy requirements to which the Bank is subject. The Notes and the AT1 Notes will be the Bank’s direct unsecured obligations. The Notes andthe AT1 Notes will constitute subordinated indebtedness for the purposes of theBank Act(Canada) (the “Bank Act”). In the event of the Bank’s insolvency orwinding-up,aRecourse Event will have occurred with respect to the Notes and the sole remedy of a holder of the Notes (a“Noteholder”) shall be recourse to such Noteholder’s proportionateshare of the Corresponding Trust Assets. Upon delivery to the Noteholders of their proportionate share of the Corresponding Trust Assets following such Recourse Event, all Noteswill cease to be outstanding. In the event of the Bank’s insolvency orwinding-up,the AT1 Notes will rank (a)subordinate in right of payment to the prior payment in full of allHigher Ranked Indebtedness (as defined herein) and (b)in right of payment equally with and not prior to Deeply Subordinated Indebtedness (as defined herein) (other than DeeplySubordinated Indebtedness which by its terms ranks subo