丰业银行美股招股说明书(2026-07-14版)

Memory Interest Investment Description The Bank of Nova Scotia Trigger Autocallable Contingent Yield Notes with Memory Interest (the “Notes”) are senior, unsecured debt securities issued by The Bank of Nova Scotia (“BNS” or the “issuer”) linked tothe least performing of the Class C capital stock of Alphabet Inc. and the common stock of Microsoft Corporation (each, an “underlying asset”, and together, the “underlying assets”). BNS will pay a contingentcoupon on the related coupon payment date, plus any previously unpaid contingent coupons in respect of any previous observation dates pursuant to the memory interest feature, only if the closing level of eachunderlying asset on the applicable observation date (including the final valuation date) is equal to or greater than its coupon barrier. Otherwise, no contingent coupon will be paid on the relevant coupon paymentdate. BNS will automatically call the Notes early if the closing level of each underlying asset on any observation date prior to the final valuation date is equal to or greater than its initial level. If the Notes are subjectto an automatic call, BNS will pay on the applicable coupon payment date following such observation date (the “call settlement date”) a cash payment per Note equal to your principal amount plus the contingentcoupon otherwise due and any previously unpaid contingent coupons in respect of any previous observation dates pursuant to the memory interest feature, and no further payments will be owed to you under theNotes. If the Notes are not subject to an automatic call and the closing level of each underlying asset on the final valuation date (its “final level”) is equal to or greater than its downside threshold, BNS will pay you acash payment per Note at maturity equal to the principal amount. If, however, the Notes are not subject to an automatic call and the final level of any underlying asset is less than its downside threshold, BNS willpay you a cash payment per Note at maturity that is less than the principal amount, if anything, resulting in a percentage loss on your principal amount equal to the percentage decline in the least performingunderlying asset from its initial level to its final level (with respect to each underlying asset, the “underlying return”) and, in extreme situations, you could lose your entire investment in the Notes. The “leastperforming underlying asset” is the underlying asset with the lowest underlying return as compared to any other underlying asset.Investing in the Notes involves significant risks. You may lose a significantportion or all of your investment and may not receive any contingent coupon during the term of the Notes. You will be exposed to the market risk of each underlying asset on each observation dateand on the final valuation date and any decline in the level of one underlying asset may negatively affect your return and will not be offset or mitigated by a lesser decline or any potential increase inthe level of any other underlying asset. Generally, a higher contingent coupon rate on a Note is associated with a greater risk of loss and a greater risk that you will not receive contingent couponsover the term of the Notes. The contingent repayment of principal applies only at maturity. Any payment on the Notes, including any repayment of principal, is subject to the creditworthiness of BNS.If BNS were to default on its payment obligations, you may not receive any amounts owed to you under the Notes and you could lose your entire investment in the Notes. Features ❑Potential for Periodic Contingent Coupons— BNS will pay a contingent coupon on a coupon paymentdate, plus any previously unpaid contingent coupons in respect of any previous observation dates pursuant tothe memory interest feature, only if the closing level of each underlying asset is equal to or greater than itscoupon barrier on the applicable observation date (including the final valuation date). Otherwise, if the closinglevel of any underlying asset is less than its coupon barrier on the applicable observation date, no contingentcoupon will be paid on the relevant coupon payment date. ❑Automatic Call Feature— BNS will automatically call the Notes and pay you the principal amount of yourNotes plus the contingent coupon otherwise due on the related coupon payment date and any previouslyunpaid contingent coupons in respect of any previous observation dates pursuant to the memory interestfeature if the closing level of each underlying asset is equal to or greater than its initial level on anyobservation date prior to the final valuation date. If the Notes were previously subject to an automatic call, nofurther payments will be owed to you under the Notes. ❑Contingent Repayment of Principal at Maturity with Potential for Full Downside Market Exposure— Ifthe Notes have not been subject to an automatic call and the final level of each underlying asset is equal to orgreater than its downside threshold, BNS will repay you the pr