丰业银行美股招股说明书(2026-05-27版)

The Bank of Nova Scotia $• Trigger Autocallable GEARS Linked to the common stock of ASML Holding N.V. due on or about May 31, 2029Investment 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 the common stock of ASML HoldingN.V. (the “underlying asset”). BNS will automatically call the Securities (an “automatic call”) if the closing level of the underlying asset on the observation date is equal to or greater than the autocall barrier, which isequal to the closing level of the underlying asset on the trade date (the “initial level”). If the Securities are subject to an automatic call, BNS will pay you a cash payment per Security on the call settlement dateequal to the “call price”, which is the principal 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 anautomatic call, the amount you receive at maturity will be based on the direction and percentage change in the level of the underlying asset from the initial level to the final level (the “underlying return”) and whetherthe closing level of the underlying asset on the final valuation date (the “final level”) is less than the downside threshold. If the Securities are not subject to an automatic call and the underlying 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 underlying return multiplied by the upside gearing. If the Securities are not subject toan automatic call, the underlying return is zero or negative and the final level is equal to or greater than the downside threshold, BNS will pay you a cash payment per Security at maturity equal to the principalamount. If, however, the Securities are not subject to an automatic call, the underlying return is negative and the final level is less than the downside threshold, BNS will pay you a cash payment per Security atmaturity that is less than the principal amount, if anything, resulting in a percentage loss on your principal amount equal to the underlying return and, in extreme situations, you could lose your entire investment inthe Securities.Investing in the Securities involves significant risks. The Securities do not pay interest. You may lose a significant portion or all of your investment in the Securities. The contingentrepayment of principal applies only if you hold the Securities to maturity. Any payment on the Securities, including any repayment of principal, is subject to the creditworthiness of BNS. If BNS wereto default on its payment 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 closing level of the underlying asseton the observation date is equal to or greater than the autocall barrier, which is equal to the initial level. If theSecurities are subject to an automatic call, BNS will pay you a cash payment per Security on the callsettlement date equal to the call price. Following an automatic call, no further payments will be owed to youunder the Securities. ❑Enhanced Exposure to Positive Underlying Return:If the Securities are not subject to an automatic call, atmaturity, the Securities provide exposure to any positive underlying return multiplied by the upside gearing.❑Contingent Repayment of Principal at Maturity with Potential for Full Downside Market Exposure:If the Securities are not subject to an automatic call, the underlying return is zero or negative and the final level isequal to or greater than the downside threshold, BNS will pay you a cash payment per Security at maturityequal to the principal amount. If, however, the Securities are not subject to an automatic call, the underlyingreturn is negative and the final level is less than the downside threshold, BNS will pay you a cash payment perSecurity at maturity that is less than the principal amount, if anything, resulting in a percentage loss on yourprincipal amount equal to the underlying return and, in extreme situations, you could lose your entireinvestment 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 thecreditworthiness of BNS. Key Dates* Notice to investors: the Securities are significantly riskier than conventional debt instruments. The issuer is not necessarily obligated to repay the principal amount of the Securities at maturity, andthe Securities may have the same downside market risk as that of the underlying asset. This market risk is in addition to the credit risk inherent in purchasing a debt obligation of BNS. You shouldnot purchase the Securities if you do not u