Furthermore, while the intention of the Bank is to allocate an amount equal to the net
proceeds from this offering as described in Use of Proceeds, there is no contractual obligation to allocate such amount to finance Eligible Assets or to provide annual progress reports as described therein.
The Banks failure to so allocate or report or the failure of any of the businesses and projects funded with the proceeds from the Notes
to meet the Scotiabank Sustainable Bond Framework Eligibility Criteria will not constitute an event of default with respect to the Notes or give rise to any other claim by a holder of the Notes against the Bank. Any such failure may affect the value
of the Notes and/or have adverse consequences for certain investors with portfolio mandates to invest in green or social assets. The market price of the Notes may be impacted by the Banks failure to allocate an amount equal to the net
proceeds from this offering to Eligible Assets, to publicly report on such allocation, or to meet or continue to meet the investment requirements of investors with respect to the Notes. In addition, the withdrawal of any report, assessment, opinion
or certification as described above, or any such report, assessment, opinion or certification attesting that the Bank is not complying in whole or in part with any matters for which such report, assessment, opinion or certification is reporting,
assessing, opining or certifying may have a material adverse effect on the value of the Notes and/or result in adverse consequences for certain investors with portfolio mandates to invest in securities to be used for a particular purpose. Any such
event or failure by the Bank will not constitute a default or event of default under the Notes or the indenture.
The Bank may invest the
net proceeds of the Notes entirely in Eligible Green Assets (as defined herein), entirely in Eligible Social Assets (as defined herein), or in a combination thereof, in its sole discretion, which may have adverse consequences for certain investors
with portfolio mandates to invest solely in green assets or social assets or whose mandates may otherwise conflict with the Banks allocation of net proceeds of the Notes to particular asset categories.
Furthermore, it should be noted that there is currently no clearly-defined definition (legal, regulatory or otherwise) of, nor market consensus
as to what constitutes, a green, social, or an equivalently labelled project or business, nor as to what precise attributes are required for a particular project or business to be defined as green,
social, or such other equivalent label, nor can any assurance be given that such a clear definition or consensus will develop over time. Accordingly, while it is the intention of the Bank, no assurance is or can be given to investors
that any projects or uses the subject of, or related to, any Eligible Assets selected to receive an allocation of funds from the proceeds of the Notes will meet any or all investor expectations regarding such green, social,
or other equivalently-labelled performance objectives, or that any adverse environmental and/or other impacts will not occur during the implementation of any projects or uses the subject of, or related to, any of the Eligible Assets funded with the
proceeds from the Notes.
No assurance or representation is given as to the suitability or reliability for any purpose whatsoever of any
report, assessment, opinion or certification of any third party (whether or not solicited by the Bank) which may be made available in connection with the issue of the Notes and in particular with any of the businesses and projects funded with the
proceeds from the Notes to fulfil any environmental, social and/or other criteria. For the avoidance of doubt, none of the Scotiabank Sustainable Bond Framework, the second party opinion or any other report, assessment, opinion or certification is,
nor shall they be deemed to be, incorporated in and/or form part of this prospectus supplement. Any such report, assessment, opinion or certification is not, nor should be deemed to be, a recommendation by the Bank or any other person to buy, sell
or hold the Notes. The second party opinion and any such other report, assessment, opinion or certification is only current as at the date that it was initially issued. Prospective investors must determine for themselves the relevance of any such
report, assessment, opinion or certification and/or the information contained therein and/or the provider of such opinion or certification for the purpose of any investment in any Notes. The providers of such reports, assessments, opinions and
certifications are not currently subject to any specific regulatory or other regime or oversight.
While it is the intention of the Bank to
allocate an amount equal to the net proceeds from this offering and obtain and publish the relevant reports, assessments, opinions and certifications in, or substantially in, the manner described in Use of Proceeds, there can be no
assurance that the Bank will be able to do this. Nor can there be any assurance that any eligible projects will be completed within any specified period or at all or with the results or outcome (whether or not related to the environment or social
projects) as originally expected or anticipated by the Bank.
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