加拿大丰业银行美股招股说明书(2025-12-11版)

The Bank of Nova Scotia $30,440,560 Trigger Autocallable GEARS Linked to an Unequally Weighted Basket of Equity Indices due December 16, 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 anunequally weighted basket (the “underlying basket”) consisting of the following 5 equity indices (each, a “basket asset”, together the “basket assets”), with its basket weighting inparenthesis: EURO STOXX 50®Index (40.00%), Nikkei 225 Index (25.00%), FTSE® 100Index (17.50%), Swiss Market Index(10.00%) and S&P/ASX 200 Index (7.50%). BNS willautomatically 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 theautocall barrier. If the Securities are subject to an automatic call, BNS will pay you a cash payment per Security on the call settlement date equal to the “call price”, which is theprincipal amount plus a call return based on the call return rate, and no further payments 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 the direction and percentage change in the level of the underlying basket from the trade date to the final valuation date (the“basket return”) and whether the basket closing level on the final valuation date (the “final basket level”) is less than the downside threshold. If the Securities are not subject to anautomatic call and the basket 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 basketreturn multiplied 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 or greater 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 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 principal amount, Automatic Call Feature:BNS will automatically call the Securities if the basket closing levelon the observation date is equal to or greater than the autocall barrier, which is equal to theinitial basket level. 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. Following an 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 Downside MarketExposure:If the Securities are not subject to an automatic call, the basket return is zero ornegative and the final basket level is equal to or greater than the downside threshold, BNSwill pay you a cash payment per Security at maturity equal to the principal amount. If,however, the Securities are not subject to an automatic call, the basket return is negative andthe final basket level is less than the downside threshold, BNS will pay you a cash paymentper Security at maturity that is less than the principal amount, if anything, resulting in a *We expect to deliver the Securities against payment on the second business day following thetrade 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 one business day (T+1), unless theparties to a trade expressly agree otherwise. Accordingly, purchasers who wish to trade theSecurities in the secondary market on any date prior to one business day before delivery ofthe Securities will be required, by virtue of the fact that each Security initially will settle in two **Subject to postponement in the event of a market disruption event, as described under“Additional Terms of the Securities” herein. Notice to investors: the Securities are significantly riskier than conventional debt instruments. The issuer is not necessarily obligated to repay the principal amount of theSecurities at maturity, and the Securities may have the same downside market risk as that of a hypothetical investment in the underlying basket. This market risk is inaddition to the credit 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 You should carefully consider the risks described under “Key Risks” beginning on page P-4 herein and under “Additional Risk Factors Specific to the Notes” beginningon page PS-6 of the accompanying product supplement and “Risk F