Company Announcements

The Bank of Nova Scotia

12 April 2021

THE BANK OF NOVA SCOTIA

(a Canadian chartered bank)

(the Issuer)

SCOTIABANK COVERED BOND GUARANTOR LIMITED PARTNERSHIP

(the Guarantor)

NOTICE OF PUBLICATION OF AMENDMENTS TO THE SERIES CBL19 FINAL TERMS AND AMENDMENT DOCUMENTS

to the holders of the:

£550,000,000 Floating Rate Covered Bonds due 10 January 2023

(Series: CBL19) (ISIN: XS1747445481)

(the Series CBL19 Covered Bonds or the Covered Bonds and the holders thereof, the Covered Bondholders)

NOTICE IS HEREBY GIVEN THAT at the request of the Issuer, following the passing of an Extraordinary Resolution on 25 March 2021 and as directed by Covered Bondholders, amendments have been made to:

(i)   the Final Terms relating to the Series CBL19 Covered Bonds (as amended, the Amended and Restated Series CBL19 Final Terms); 

(ii)   the Trust Deed relating to the Series CBL19 Covered Bonds; and 

(iii)  the Existing Covered Bond Swap Confirmation (via an Amended and Restated Series CBL19 Swap Confirmation). 

These changes will be effective from 12 April 2021 (The changes will be effective from the next Interest Payment Date following the Pricing Date. While ordinarily this would be 10 April 2021, as 10 April 2021 is not a Business Day, the next Interest Payment Date following the Pricing Date is postponed to 12 April 2021 in accordance with the Business Day Convention specified in the Final Terms).

Capitalised terms used but not defined herein shall have the meanings set out in the Notice of Meeting with respect to the Series CBL19 Covered Bonds dated 3 March 2021 and the Consent Solicitation Memorandum of the Issuer dated 3 March 2021.

To view the Amended and Restated Series CBL19 Final Terms, please paste the following URL into the address bar of your browser: http://www.rns-pdf.londonstockexchange.com/rns/1387V_1-2021-4-12.pdf

For further information, please contact:

The Bank of Nova Scotia

44 King Street West, 24th Floor

Toronto, Ontario

Canada, M5H 1H1

Tel:              +1 416 860 1784
Attention:     Darren Potter, Managing Director, Term Funding and Capital Management

Disclaimer - Intended Addressees

Please note that the information contained in this announcement and the Amended and Restated  Series CBL19 Final Terms may be addressed to and/or targeted at persons who are residents of particular countries only and is not intended for use and should not be relied upon by any person outside these countries and/or to whom this announcement and the Amended and Restated Series CBL19 Final Terms are not addressed.  Prior to relying on the information contained in this announcement and the Amended and Restated Series CBL19 Final Terms, you must ascertain from the Consent Solicitation Memorandum dated 3 March 2021 and the CAD 36,000,000,000 Global Registered Covered Bond Programme Prospectus dated 6 February 2017, as supplemented on 27 February 2017, 1 March 2017, 30 May 2017, 31 May 3017, 30 August 2017 and 29 November 2017 (together, the Base Prospectus) whether or not you are one of the intended addressees of the information contained in this announcement and the Amended and Restated Series CBL19 Final Terms.

In particular, this announcement and the Amended and Restated Series CBL19 Final Terms do not constitute an offer or invitation to subscribe for, or purchase, securities in the United States or in any other jurisdiction where such an offer or invitation would be unlawful.  This announcement and the Amended and Restated Series CBL19 Final Terms are not for distribution in the United States or to U.S. persons (as defined below).  The securities described herein have not been, and will not be, registered under the U.S. Securities Act of 1933, as amended (the Securities Act) or under any relevant securities laws of any state of the United States of America and are subject to U.S. tax law requirements.  The securities may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons or to persons within the United States of America (as such terms are defined in Regulation S under the Securities Act) except pursuant to registration or an exemption from the registration requirements of the Securities Act.  There will be no public offering of the securities in the United States. For a description of the restrictions on offers and sales of the securities described herein, please refer to the Base Prospectus.

Your right to access this service is conditional upon complying with the above requirement.