加拿大丰业银行美股招股说明书(2025-12-08版)

Linked to an Equally-Weighted Basket of Selected Equities due October 31, 2030Investment Description The Bank of Nova Scotia Trigger Autocallable GEARS (the “Securities”) are senior unsecured debt securities issued by The Bank of Nova Scotia (“BNS” or the“issuer”) linked to an equally-weighted basket (the “underlying basket”) consisting of 20 selected equity securities (each, a “basket asset”, together the “basketassets”), as specified herein under “Underlying Basket”. BNS will automatically call the Securities (an “automatic call”) if the closing level of the underlying basket (the“basket closing level”) on the observation date is equal to or greater than the autocall barrier. If the Securities are subject to an automatic call, BNS will pay you a cashpayment per Security on the call settlement date equal to the “call price”, which is the principal amount plus a call return based on the call return rate, and no furtherpayments will be owed to you under the Securities. If the Securities are not subject to an automatic call, the amount you receive at maturity will be based on thedirection and percentage change in the level of the underlying basket from the initial basket level to the final basket level (the “basket return”) and whether the basketclosing level on the final valuation date (the “final basket level”) is less than the downside threshold. If the Securities are not subject to an automatic call and thebasket return is positive, BNS will pay you a cash payment per Security at maturity equal to the principal amount plus a percentage return equal to the basket returnmultiplied by the upside gearing. If the Securities are not subject to an automatic call, the basket return is zero or negative and the final basket level is equal to orgreater than the downside threshold, BNS will pay you a cash payment per Security at maturity equal to the principal amount. If, however, the Securities are notsubject to an automatic call, the basket return is negative and the final basket level is less than the downside threshold, BNS will pay you a cash payment per Securityat maturity that is less than the principal amount, if anything, resulting in a percentage loss of your principal amount equal to the basket return and, in extremesituations, you could lose your entire investment in the Securities.Investing in the Securities involves significant risks. The Securities do not pay interest. Youmay lose a significant portion or all of your investment in the Securities. The contingent repayment of principal applies only if you hold the Securities tomaturity. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness of BNS. If BNS were to default on itspayment obligations you may not receive any amounts owed to you under the Securities and you could lose your entire investment in the Securities. Features Automatic Call Feature:BNS will automatically call the Securities if the basket closinglevel on the observation date is equal to or greater than the autocall barrier, which isequal to the initial basket level. If the Securities are subject to an automatic call, BNS willpay you a cash payment per Security on the call settlement date equal to the call price.Followingan automatic call,no further payments will be owed to you under theSecurities. Enhanced Exposure to Positive Basket Return:If the Securities are not subject to anautomatic call, at maturity, the Securities provide exposure to any positive basket returnmultiplied by the upside gearing. Contingent Repayment of Principal at Maturity with Potential for Full DownsideMarket Exposure:If the Securities are not subject to an automatic call, the basket returnis zero or negative and the final basket level is equal to or greater than the downsidethreshold, BNS will pay you a cash payment per Security at maturity equal to theprincipal amount. If, however, the Securities are not subject to an automatic call, thebasket return is negative and the final basket level is less than the downside threshold,BNS will pay you a cash payment per Security at maturity that is less than the principalamount, if anything, resulting in a percentage loss of your principal amount equal to thebasket return and, in extreme situations, you could lose your entire investment in theSecurities. The contingent repayment of principal applies only if you hold the Securitiesto maturity. Any payment on the Securities, including any repayment of principal, issubject to the creditworthiness of BNS. Key Dates *We expect to deliver the Securities against payment on the second business dayfollowing the trade date. Under Rule 15c6-1 of the Securities Exchange Act of 1934,as amended, 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 onany date prior to one business day before delivery of the S