Prospectus • Aug 28, 2025
Prospectus
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(a Canadian chartered Bank) CAD100,000,000,000
Unconditionally and irrevocably guaranteed as to payments of interest and principal by
SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP
(a limited partnership established under the laws of the Province of Ontario)
The Bank of Nova Scotia (the "Issuer" or the "Bank") issued a prospectus dated 17 December 2024 (as supplemented by the first supplement to such prospectus dated 25 February 2025 and the second supplement to such prospectus dated 27 May 2025) (such prospectus as supplemented, the "Prospectus") which is a base prospectus for the purposes of Article 8 of the UK Prospectus Regulation (as defined below) in respect of Covered Bonds listed on the Official List of the Financial Conduct Authority and admitted to trading on the Main Market of the London Stock Exchange plc and Admission Particulars in respect of Covered Bonds to be admitted to trading on the International Securities Market of the London Stock Exchange plc. This third supplement (the "Third Supplement") constitutes a supplement in respect of the Prospectus for the purposes of Article 23 of the UK Prospectus Regulation and supplementary admission particulars in respect of the Admission Particulars for the purposes of the ISM Rulebook, and is prepared in connection with the CAD100,000,000,000 Global Registered Covered Bond Program unconditionally and irrevocably guaranteed as to payments of interest and principal by Scotiabank Covered Bond Guarantor Limited Partnership (the "Guarantor") (the "Program") established by the Bank. When used in this Third Supplement, "UK Prospectus Regulation" means Regulation (EU) 2017/1129 as it forms part of UK domestic law by virtue of the European Union (Withdrawal) Act 2018, as amended.
Terms defined in the Prospectus have the same meaning when used in this Third Supplement. This Third Supplement is supplemental to, and shall be read in conjunction with, the Prospectus and any other supplements to the Prospectus issued by the Bank from time to time.
Each of the Bank and the Guarantor accepts responsibility for the information contained in this Third Supplement. To the best of the knowledge of each of the Bank and the Guarantor, the information contained in this Third Supplement is in accordance with the facts and this Third Supplement makes no omission likely to affect its import.
The purpose of this Third Supplement is to (a) incorporate by reference the Bank's comparative unaudited interim consolidated financial statements, prepared in accordance with International Financial Reporting Standards ("IFRS"), and management's discussion and analysis for the three month and nine month periods ended 31 July 2025, as set out in the Bank's 2025 Third Quarter Report to Shareholders; (b) incorporate by reference the investor report of the Guarantor with the calculation date of 26 June 2025 (the "June 2025 Investor Report"); (c) update the section entitled "Legal and Arbitration Proceedings" in the Prospectus regarding governmental, legal or arbitration proceedings which may have, or have had in the recent past, significant effect on the financial position or profitability of the Bank or the Bank's subsidiaries; and (d) update the "General Information" section of the Prospectus in relation to any significant change in the financial performance or financial position or material adverse change in the prospects of the Bank and its subsidiaries, including the Guarantor.
On 26 May 2025, the Bank published its comparative unaudited interim consolidated financial statements for the three month and nine month periods ended 31 July 2025 prepared in accordance with IFRS, together with the management's discussion and analysis for the three month and nine month periods ended 31 July 2025, set out on pages 3 through 94 of the Bank's 2025 Third Quarter Report to Shareholders.
The investor report of the Guarantor with the calculation date of 31 October 2024 (the "October 2024 Investor Report") was incorporated by reference into the Prospectus. Since the October 2024 Investor Report was incorporated by reference, the Bank has sold additional assets to the Guarantor equaling approximately CAD25.9 billion and repurchased assets from the Guarantor equaling approximately CAD2 billion in order to maintain the performance of the Covered Bond Portfolio (in accordance with the terms of the Transaction Documents). The current assets comprising the Covered Bond Portfolio are reflected in the June 2025 Investor Report.
A copy of the Bank's 2025 Third Quarter Report to Shareholders has been filed with the Financial Conduct Authority and, by virtue of this Third Supplement, pages 3 through 94 of the Bank's 2025 Third Quarter Report to Shareholders are incorporated in, and form part of, the Prospectus for the purposes of Article 8 of the UK Prospectus Regulation. The remainder of the Bank's 2025 Third Quarter Report to Shareholders is not incorporated in the Prospectus and is either covered elsewhere in the Prospectus or deemed not relevant to investors.
The Bank's 2025 Third Quarter Report to Shareholders is available at the following link:
https://www.scotiabank.com/content/dam/scotiabank/corporate/quarterlyreports/2025/q3/Q325\_Shareholders\_Report-EN.pdf
A copy of the Guarantor's June 2025 Investor Report has also been filed with the Financial Conduct Authority and, by virtue of this Third Supplement, the June 2025 Investor Report is also incorporated in, and forms part of, the Prospectus for the purposes of Article 8 of the UK Prospectus Regulation.
The Bank's June 2025 Investor Report is available at the following link:
https://www.scotiabank.com/content/dam/scotiabank/canada/en/documents/about/in vestors-shareholders/2025/Uninsured-Covered-Bond-Report-June-2025.pdf
To the extent that any document or information incorporated by reference in this Third Supplement itself incorporates any other documents or information by reference therein, either expressly or implicitly, such other document or information will not form part of this Prospectus for the purposes of the UK Prospectus Regulation or the ISM Rulebook, except where such other document or information is specifically incorporated by reference into or attached to this Third Supplement.
The section entitled "Legal and Arbitration Proceedings" under the section entitled "THE BANK OF NOVA SCOTIA" on page 99 of the Prospectus is hereby deleted in its entirety and replaced with the following:
Save as disclosed on pages 19 to 20 (Legal Proceedings and Regulatory Actions) in the Bank's Annual Information Form dated 3 December 2024 and note 28 (Corporate Income Taxes) on pages 208 to 210 of the Bank's consolidated financial statements for the year ended 31 October 2024 contained in the 2024 Annual Report and note 19 (Corporate income taxes) on page 93 of the Bank's 2025 Third Quarter Report, there are no governmental, legal or arbitration proceedings (including any such proceedings which are pending or threatened of which the Bank is aware), during the 12 month period preceding the date of this Prospectus, which may have, or have had in the recent past, significant effects on the Bank and the Bank's subsidiaries' (taken as a whole) financial position or profitability."
There has been no significant change in the financial performance or financial position of the Bank and its Subsidiaries, including the Guarantor, taken as a whole since 31 July 2025, being the date of the latest unaudited interim consolidated financial statements of the Bank for the three month and nine month periods ended 31 July 2025, and no material adverse change in the prospects of the Bank and its Subsidiaries, including the Guarantor, taken as a whole, since 31 October 2024, being the date of the latest audited published consolidated financial statements of the Bank.
To the extent that there is any inconsistency between (a) any statement in this Third Supplement or any statement incorporated by reference into the Prospectus by way of this Third Supplement and (b) any other statement in, or incorporated by reference in, the Prospectus, the statements in (a) above will prevail.
Save as disclosed in this Third Supplement, including on pages 3 through 94 of the 2025 Third Quarter Report to Shareholders and the June 2025 Investor Report as incorporated by reference in the Prospectus by virtue of this Third Supplement, no significant new factor, material mistake or inaccuracy relating to the information included in the Prospectus which is capable of affecting the assessment of Covered Bonds issued under the Program has arisen or been noted, as the case may be, since the approval by the FCA of the second supplement dated 27 May 2025.
Copies of this Third Supplement, the Prospectus and the documents or information incorporated by reference in this Third Supplement and the Prospectus can be (i) obtained on written request and without charge from the principal executive offices of the Bank from the Executive Vice-President and General Counsel, The Bank of Nova Scotia, 40 Temperance Street, Toronto, Ontario M5H 0B4, Canada, Telephone: +1 (416) 866-3672 and inspected free of charge at all reasonable times during normal business hours from the specified office of each Paying Agent set out at the end of the Prospectus or may be provided by e-mail to a Covered Bondholder following their prior written request to the Issuer or Paying Agents, as applicable, and provision of proof of holding and identity (in a form satisfactory to the Issuer or Paying Agent, as the case may be); and (ii) viewed free of charge on the website of the Bank and on the website of the Regulatory News Service operated by the London Stock Exchange plc at https://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html under the name of the Bank.
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