RISK FACTORS
An investment in the Notes is subject to certain risks. Before deciding whether to invest in the Notes, investors should
carefully consider the risks set out herein, in the accompanying Prospectus and in the documents incorporated by reference in this Prospectus Supplement (including subsequently filed documents incorporated by reference herein). For a discussion of
the recent COVID-19 pandemic and its impact on our business, see our Annual Report on Form 40-F for the year ended October 31, 2020 under the heading Overview of PerformanceImpact of COVID-19 and our Managements
Discussion and Analysis for the three and six months ended April 30, 2021 under the heading Group Financial PerformanceImpact of COVID-19.
The value of the Notes will be affected by the general creditworthiness of the Bank.
Any payment to be made on the Notes depends on the ability of the Bank to satisfy its obligations as they come due. As a result, the actual and
perceived creditworthiness of the Bank may affect the market value of the Notes and, in the event the Bank was to default on its obligations, holders of the Notes may not receive the amounts owed to them under the terms of the Notes. Prospective
investors should consider the categories of risks identified in the Banks most recent Annual Report filed on Form 40-F, as updated by quarterly reports, which is incorporated by reference herein,
including credit risk, market risk, liquidity risk, operational risk, reputational risk, environmental risk, strategic risk and insurance risk.
Ranking of the Notes
The Notes will be
unsecured and unsubordinated obligations of the Bank and will rank on a parity with all of the Banks other senior unsecured debt including deposit liabilities, other than certain governmental claims in accordance with applicable law. Except to
the extent regulatory requirements affect the Banks decisions to issue more senior debt, there is no limit on the Banks ability to incur additional senior debt.
The value of the Notes may be affected by changes in credit ratings.
Real or anticipated changes in credit ratings on the Banks deposit liabilities may affect the market value of the Notes. In addition,
real or anticipated changes in credit ratings can affect the cost at which the Bank can transact or obtain funding, and thereby affect the Banks liquidity, business, financial condition or results of operations and, therefore, the Banks
ability to make payments on the Notes could be adversely affected.
The value of the Notes may be affected by market value and interest rate
fluctuations.
The value of the Notes may be affected by market value fluctuations resulting from factors which influence the
Banks operations, including legal and regulatory developments, competition and global market activity. Such changes in law may include changes in statutory, tax and regulatory regimes during the life of the Notes.
Prevailing interest rates will affect the market value of the Notes. Assuming all other factors remain unchanged, the market value of the Notes
will decline as prevailing interest rates for similar debt instruments rise, and increase as prevailing interest rates for comparable debt instruments decline.
There is no established trading market for the Notes.
The Notes are a new issue of securities and there may be no market through which the Notes may be sold and purchasers may therefore be unable
to resell such Notes. In addition, the Bank does not intend to apply for listing or quotation of the Notes on any securities exchange or automated quotation system. These factors may affect the pricing of the Notes in any secondary market, the
transparency and availability of trading prices and the liquidity of the Notes.
There can be no assurance that an active trading market
will develop for the Notes after this offering, or if developed, that such a market will be sustained at the offering price of the Notes. While certain of the underwriters intend to make a market in the Notes, the underwriters will not be
obligated to do so and may stop their market-making at any time. In addition, any market-making activities will be subject to limits of the U.S. Securities Act of 1933, as amended (the Securities Act), and the U.S. Securities Exchange
Act of 1934, as amended (the Exchange Act).
S-2