BNS-LRCN-Investor-Presentation-2021.Pdf
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Additional Tier 1 Offering: Limited Recourse Capital Notes Investor Presentation June 7, 2021 A final base shelf prospectus containing important information relating to the securities described in this document has been filed with the securities regulatory authorities in each of the provinces and territories of Canada. A copy of the final base shelf prospectus, and any amendment to the final base shelf prospectus and any applicable shelf prospectus supplement that has been filed, is required to be delivered with this document. The final base shelf prospectus of The Bank of Nova Scotia in connection with the securities described in this document is available at www.sedar.com. This document does not provide full disclosure of all material facts relating to the securities offered. Investors should read the final base shelf prospectus, any amendment and any applicable shelf prospectus supplement for disclosure of those facts, especially risk factors relating to the securities offered, before making an investment decision. Disclaimer Nothing in this document shall be considered as an offer to sell or solicitation of an offer to buy any security or other instrument of The Bank of Nova Scotia (the “Bank”) or any of its affiliates or as an inducement to enter into any investment activity, and no part of this document shall form the basis of or be relied upon in connection with any contract, commitment, or investment decision whatsoever. Offers to sell, sales, solicitation of offers to buy, or purchases of securities issued by the Bank or any affiliate thereof may only be made or entered into pursuant to appropriate offering materials or a prospectus prepared and distributed in accordance with the laws, regulations, rules and market practices of the jurisdictions in which such offers or sales may be made. No person should use this document or any part thereof as the basis for making a decision to purchase or sell any security at any time. This material is not intended for distribution to, or use by, any person or entity in any jurisdiction where such distribution or use would be contrary to law or regulation. In Canada, this document is only being distributed to and is only directed at “accredited investors” (as such term is defined in National Instrument 45-106–Prospectus Exemptions or section 73.3 of the Securities Act (Ontario), as applicable) who are not individuals. This document is only being distributed to and is only directed (i) outside the United States to persons who are non-U.S. persons (within the meaning of Regulation S of the United States Securities Act of 1933, as amended (the “U.S. Securities Act”)) or (ii) to Qualified Institutional Buyers as defined in Rule 144A under the U.S. Securities Act. Any other person should not act or rely on this document or any of its contents. This document is only being distributed to and is only directed at (i) persons who are outside the United Kingdom (ii) to investment professionals falling within Article 19(5) of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (the “Order”) or (iii) high net worth entities, and other persons to whom it may lawfully be communicated, falling within Article 49(2)(a) to (d) of the Order (all such persons together being referred to as “Relevant Persons”). The Bank’s securities are only available to, and any invitation, offer or agreement to subscribe, purchase or otherwise acquire such securities will be engaged in only with, Relevant Persons. Any person who is not a Relevant Person should not act or rely on this document or any of its contents. 2 Caution Regarding Forward-Looking Statements From time to time, our public communications often include oral or written forward- changes to accounting standards, rules and interpretations on these estimates; global looking statements. Statements of this type are included in this document, and may be capital markets activity; the Bank’s ability to attract, develop and retain key executives; included in other filings with Canadian securities regulators or the U.S. Securities and the evolution of various types of fraud or other criminal behaviour to which the Bank is Exchange Commission, or in other communications. In addition, representatives of the exposed; disruptions in or attacks (including cyber-attacks) on the Bank’s information Bank may include forward-looking statements orally to analysts, investors, the media technology, internet, network access, or other voice or data communications systems and others. All such statements are made pursuant to the “safe harbor” provisions of or services; increased competition in the geographic and in business areas in which we the U.S. Private Securities Litigation Reform Act of 1995 and any applicable Canadian operate, including through internet and mobile banking and non-traditional securities legislation. Forward-looking statements may include, but are not limited to, competitors; exposure related to significant litigation and regulatory matters; the statements made in this document, the Management’s Discussion and Analysis in the occurrence of natural and unnatural catastrophic events and claims resulting from such Bank’s 2020 Annual Report under the headings “Outlook” and in other statements events; the emergence of widespread health emergencies or pandemics, including the regarding the Bank’s objectives, strategies to achieve those objectives, the regulatory magnitude and duration of the COVID-19 pandemic and its impact on the global environment in which the Bank operates, anticipated financial results, and the outlook economy and financial market conditions and the Bank’s business, results of for the Bank’s businesses and for the Canadian, U.S. and global economies. Such operations, financial condition and prospects; and the Bank’s anticipation of and statements are typically identified by words or phrases such as “believe,” “expect,” success in managing the risks implied by the foregoing. A substantial amount of the “foresee,” “forecast,” “anticipate,” “intend,” “estimate,” “plan,” “goal,” “project,” and Bank’s business involves making loans or otherwise committing resources to specific similar expressions of future or conditional verbs, such as “will,” “may,” “should,” companies, industries or countries. Unforeseen events affecting such borrowers, “would” and “could.” industries or countries could have a material adverse effect on the Bank’s financial results, businesses, financial condition or liquidity. These and other factors may cause By their very nature, forward-looking statements require us to make assumptions and the Bank’s actual performance to differ materially from that contemplated by forward- are subject to inherent risks and uncertainties, which give rise to the possibility that our looking statements. The Bank cautions that the preceding list is not exhaustive of all predictions, forecasts, projections, expectations or conclusions will not prove to be possible risk factors and other factors could also adversely affect the Bank’s results, for accurate, that our assumptions may not be correct and that our financial performance more information, please see the “Risk Management” section of the Bank’s 2020 Annual objectives, vision and strategic goals will not be achieved. Report, as may be updated by quarterly reports. We caution readers not to place undue reliance on these statements as a number of Material economic assumptions underlying the forward-looking statements contained risk factors, many of which are beyond our control and effects of which can be difficult in this document are set out in the 2020 Annual Report under the headings “Outlook”, to predict, could cause our actual results to differ materially from the expectations, as updated by quarterly reports. The “Outlook” sections are based on the Bank’s views targets, estimates or intentions expressed in such forward-looking statements. and the actual outcome is uncertain. Readers should consider the above-noted factors when reviewing these sections. When relying on forward-looking statements to make The future outcomes that relate to forward-looking statements may be influenced by decisions with respect to the Bank and its securities, investors and others should many factors, including but not limited to: general economic and market conditions in carefully consider the preceding factors, other uncertainties and potential events. Any the countries in which we operate; changes in currency and interest rates; increased forward-looking statements contained in this document represent the views of funding costs and market volatility due to market illiquidity and competition for management only as of the date hereof and are presented for the purpose of assisting funding; the failure of third parties to comply with their obligations to the Bank and its the Bank’s shareholders and analysts in understanding the Bank’s financial position, affiliates; changes in monetary, fiscal, or economic policy and tax legislation and objectives and priorities, and anticipated financial performance as at and for the interpretation; changes in laws and regulations or in supervisory expectations or periods ended on the dates presented, and may not be appropriate for other purposes. requirements, including capital, interest rate and liquidity requirements and guidance, Except as required by law, the Bank does not undertake to update any forward-looking and the effect of such changes on funding costs; changes to our credit ratings; statements, whether written or oral, that may be made from time to time by or on its operational and infrastructure risks; reputational risks; the accuracy and completeness behalf. of information the Bank receives on customers and counterparties; the timely development and introduction of new products and services; our ability to execute our Additional information relating to the Bank, including the Bank’s Annual Information strategic plans, including the successful completion of acquisitions and dispositions, Form, can be located on the SEDAR website at www.sedar.com and on the EDGAR including obtaining regulatory approvals; critical accounting estimates and the effect of section of the SEC’s website at www.sec.gov.