ZTEST Electronics Inc. — Capital/Financing Update 2025

Feb 26, 2025

Stikeman Elliott

Stikeman Elliott LLP
Barristers & Solicitors
5300 Commerce Court West
199 Bay Street
Toronto, ON Canada M5L 1B9

Main: 416 869 5500
Fax: 416 947 0866
www.stikeman.com

February 26, 2025

By SEDAR+

British Columbia Securities Commission
Alberta Securities Commission
Financial and Consumer Affairs Authority of Saskatchewan
The Manitoba Securities Commission
Ontario Securities Commission
Autorité des marchés financiers
Nova Scotia Securities Commission
Financial and Consumer Services Commission (New Brunswick)
Office of the Superintendent of Securities (Prince Edward Island)
Office of the Superintendent of Securities Service Newfoundland and Labrador
Office of the Superintendent of Securities (Yukon Territory)
Office of the Superintendent of Securities (Northwest Territories)
Office of the Superintendent of Securities (Nunavut)

Dear Sirs/Mesdames:

Re: Pricing Supplement No. 4867 dated February 26, 2025 (the "Supplement") to the Short Form Base Shelf Prospectus dated March 4, 2024 and the Prospectus Supplement thereto dated March 5, 2024 of the Bank of Nova Scotia (the "Bank")

We refer you to the Supplement relating to the offering of up to $50,000,000 (500,000 Notes) BNS Core Canadian Large Cap (AR) Index Callable Contingent $8.52 Coupon Notes, Series 102F (CAD), due March 8, 2032, Principal at Risk Notes.

We consent to the use of our firm name and the reference to our legal opinion in Appendix B "Certain Canadian Federal Income Tax Considerations" of the Supplement, which opinion is provided as of the date of the Supplement.

We have read the Supplement and have no reason to believe that there are any misrepresentations in the information contained in the Supplement that are (i) derived from our legal opinion provided in the Supplement, or (ii) within our knowledge as a result of the services performed by us in connection with such opinion.

Yours truly,

"Stikeman Elliott LLP"