Bank of Nova Scotia : Issuer Document

MIFID II PRODUCT GOVERNANCE / TARGET MARKET - Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive (EU) 2014/65 (as amended, "MiFID II"); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a "distributor") should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

PROHIBITION OF SALES TO EEA RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (the "EEA"). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of Directive 2014/65/EU (as amended, "MiFID II"); (ii) a customer within the meaning of Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II; or (iii) not a qualified investor as defined in Regulation (EU) 2017/1129 (as amended, the "Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended, the "PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

PROHIBITION OF SALES TO UK RETAIL INVESTORS - The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the UK. For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law of the UK by virtue of the European Union (Withdrawal) Act 2018 (as amended, the "EUWA"); (ii) a customer within the meaning of the provisions of the UK Financial Services and Markets Act 2000 (as amended, the "FSMA") and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97 (as amended), where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA; or (iii) not a qualified investor as defined in Article 2 of the Prospectus Regulation as it forms part of domestic law of the UK by virtue of the EUWA (as amended, the "UK Prospectus Regulation"). Consequently, no key information document required by Regulation (EU) No 1286/2014 (as amended) as it forms part of domestic law by virtue of the EUWA (the "UK PRIIPs Regulation") for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Final Terms dated June 13, 2024

The Bank of Nova Scotia

LEI: L3I9ZG2KFGXZ61BMYR72

Issue of GBP500,000,000 Floating Rate Senior Notes due June 2025

under the U.S.$40,000,000,000

Euro Medium Term Note Programme

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PART A - CONTRACTUAL TERMS

This document constitutes the final terms relating to the issue of Notes described herein.

Terms used herein shall be deemed to be defined as such for the purposes of the terms and conditions (the "Conditions") set forth in the prospectus dated 30 June 2023, as supplemented by the first supplemental prospectus dated 29 August 2023, the second supplemental prospectus dated 1 December 2023, the third supplemental prospectus dated 27 February 2024, the fourth supplemental prospectus dated 9 April 2024 and the fifth supplemental prospectus dated 28 May 2024 which together constitute a base prospectus (the "Prospectus") for the purposes of the UK Prospectus Regulation. This document constitutes the Final Terms of the Notes described herein for the purposes of Article 8 of the UK Prospectus Regulation and must be read in conjunction with such Prospectus in order to obtain all relevant information. The Prospectus is available for viewing during normal office hours at the office of the Fiscal Agent, Registrar and Transfer Agent and copies may be obtained from the principal office of the Issuer and may also be viewed on the website of the Regulatory News Service operated by the London Stock Exchange at http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.htmlunder the name of the Issuer.

INVESTORS SHOULD REFER TO THE SECTION HEADED "RISK FACTORS" IN THE PROSPECTUS FOR A DISCUSSION OF CERTAIN MATTERS THAT SHOULD BE CONSIDERED WHEN MAKING A DECISION TO INVEST IN THE NOTES.

1.

(i)

Issuer:

1. 1. Branch of Account:
2. (i) Series Number:
3. 1. Tranche Number:
   2. Date on which the Notes will be consolidated and form a single Series:
4. Specified Currency or Currencies:
5. Aggregate Principal Amount:
6. Issue Price:
7. (i) Specified Denominations:
8. 1. Calculation Amount:
9. (i) Issue Date:
10. 1. Interest Commencement Date:
11. Maturity Date:
12. Interest Basis:

The Bank of Nova Scotia Head Office, Toronto 462 1

Not Applicable

Pounds Sterling ("GBP")

GBP500,000,000

100.00 per cent. of the Aggregate Principal Amount

GBP100,000

GBP100,000

June 17, 2024

Issue Date

Interest Payment Date falling in or nearest to June 2025

SONIA plus 0.30 per cent. Floating Rate

2

10.	Redemption/Payment Basis:		Redemption at par
11.	Change of Interest:		Not Applicable
12.	Put/Call Options:		Not Applicable
13.	Status of the Notes:		Senior Notes
14.	Bail-inable Notes:		No
PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE
15.	Fixed Rate Note Provisions		Not Applicable
16.	Floating Rate Note Provisions		Applicable
	(i)	Interest Period Dates:		Each Interest Payment Date
	(ii)	Interest Payment Date(s):		17 March, 17 June, 17 September, and 17
					December in each year, commencing 17
					September 2024 up to and including the Maturity
					Date, subject to adjustment for calculation of
					interest and for payment purposes in accordance
					with the Business Day Convention set out in
					paragraph 16(iii) below
	(iii)	Business Day Convention:		Modified Following Business Day Convention
	(iv)	Business Centres:		London, New York and Toronto
	(v)	Manner in which the Interest Rate	Screen Rate Determination
		and Interest Amount is to be
		determined:
	(vi)	Screen Rate Determination:		Applicable
		(a)	Benchmark:		SONIA
		(b)	Calculation Method:	Compounded Daily Rate
		(c)	Observation Method:	Lag
		(d)	Relevant Screen Page:	Reuters Screen SONIA Page
		(e)	SONIA Compounded	Not Applicable
			Index:
		(f)	Compounded	Daily	Not Applicable
			€STR Convention:

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(g)	Interest Determination	The fifth London Banking Day prior to the end of
	Dates:	each Interest Accrual Period
(h)	Relevant Currency:	GBP

1. Representative Amount: Not Applicable

	(j)	Observation	Look-back	5 London Banking Days
		Period:
	(k)	Relevant Number:	Not Applicable
	(l)	SORA		Index	Not Applicable
		Determination Time:
(vii)	ISDA Determination:		Not Applicable
(viii)	CMS Rate:			Not Applicable
(ix)	Floating Rate Spread:		Not Applicable
(x)	Range Accrual			Not Applicable
(xi)	Margins:			Plus (+) 0.30 per cent. per annum
(xii)	Rate Multiplier:			Not Applicable
(xiii)	Minimum Interest Rate:	Zero per cent. per annum
(xiv)	Maximum Interest Rate:	Not Applicable
(xv)	Day Count Fraction:		Actual/365 (Fixed)
(xvi)	Effective Date:			Not Applicable
(xvii)	Calculation Agent:			The Bank of Nova Scotia
(xviii)	Benchmark-	Replacement-	Not Applicable
	ARRC (Condition 4(n)):
(xix)	Linear Interpolation:		Not Applicable

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17.	Zero Coupon/High Interest/Low		Not Applicable
	Interest Note Provisions
PROVISIONS RELATING TO REDEMPTION
18.	Issuer Option (Call)			Not Applicable
19.	Noteholder Option (Put)			Not Applicable
20.	Bail-inable	Notes	-	TLAC	Not Applicable
	Disqualification Event Call:
21.	Final Redemption Amount of each Note	GBP100,000 per Calculation Amount

22. Early Redemption Amount

Early Redemption Amount(s) of each GBP100,000 per Calculation Amount Note payable on redemption for taxation

reasons, or on Event of Default:

23. Provision relating to the NVCC Automatic Conversion

(Condition 10(b))

Not Applicable: the Notes are not Subordinated Notes

GENERAL PROVISIONS APPLICABLE TO THE NOTES

24.

Form of Notes:

Bearer Notes:

1. New Global Note (in respect of Bearer Notes) or New Safekeeping Structure (in the case of Registered Notes):
2. Financial Centre(s) or other special provisions relating to Payment Dates: (Condition 6(h))
3. Talons for future Coupons or Receipts to be attached to definitive Notes (and dates on which such Talons mature):

Temporary Bearer Global Note exchangeable for a Permanent Bearer Global Note which is exchangeable for definitive Notes in the limited circumstances specified in the Permanent Bearer Global Note

No

London, New York, and Toronto

Not applicable

28.	Unmatured Coupons to become void on Not applicable
	early redemption:

29. Details relating to Instalment Notes: Not Applicable Instalment Amount, Instalment Date,

5

Maximum Instalment Amount, Minimum

Instalment Amount:

30.

Redenomination

Not Applicable

Signed on behalf of the Issuer:

By: ________________________________________

Duly authorised

[EMTN Series 462 - Signature Page to Final Terms]

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PART B - OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

1. Listing and Admission to trading:
2. Estimate of total expenses related to admission to trading:

2. RATINGS Ratings:

Application is expected to be made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the Main Market of the London Stock Exchange with effect from June 17, 2024

GBP

The Notes to be issued are expected to be rated:

S&P Global Ratings, acting through S&P Global Ratings Canada, a business unit of S&P Global Canada Corp. ("S&P Global Ratings"): A-1

A short-term obligation rated 'A-1' is rated in the highest category by S&P Global Ratings. The obligor's capacity to meet its financial commitments on the obligation is strong. Within this category, certain obligations are designated with a plus sign (+). This indicates that the obligor's capacity to meet its financial commitments on these obligations is extremely strong. Source:S&P Global Ratings (spglobal.com)

Fitch Ratings, Inc. ("Fitch"): F1+

Indicates the strongest capacity for timely payment of financial commitments relative to other issuers or obligations in the same country. Under the agency's National Rating scale, this rating is assigned to the lowest default risk relative to others in the same country or monetary union. Where the liquidity profile is particularly strong, a "+" is added to the assigned rating. Source: Rating Definitions (fitchratings.com).

The ratings explanations set out in this Item 2. "Ratings" of Part B have been extracted from the websites of S&P Global Ratings and Fitch (as applicable), as indicated. The Issuer confirms that such information has been accurately reproduced and that, so far as it is aware, and is able to ascertain from information published S&P Global Ratings or Fitch, no facts have been omitted which would render the reproduced information inaccurate or misleading.

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1. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE/OFFER
   Save for any fees payable to the Dealer, so far as the Issuer is aware, no person involved in the offer of the Notes has an interest material to the offer. The Dealer and its affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.
2. TEFRA RULES

Whether TEFRA D or TEFRA C rules	TEFRA D applicable
applicable or TEFRA rules not
applicable:

5. HISTORICAL INTEREST RATES

Details of historic SONIA rates can be obtained from Reuters.

6. OPERATIONAL INFORMATION

(i)	ISIN:	XS2843280277
(ii)	Common Code:	284328027
(iii)	CFI Code:	DTVXFB, as updated and set out on the website of
		the Association of National Numbering Agencies
		(ANNA) or alternatively sourced from the
		responsible National Numbering Agency that
		assigned the ISIN
(iv)	FISN:	THE BANK OF NOV/VAREMTN 20250617, as
		updated and set out on the website of the
		Association of National Numbering Agencies
		(ANNA) or alternatively sourced from the
		responsible National Numbering Agency that
		assigned the ISIN
(v)	Any clearing system(s) other than	Not Applicable
	Euroclear and Clearstream,
	Luxembourg and the relevant
	identification number(s):
(vi)	Delivery:	Delivery against payment
(vii)	Names and addresses of additional	Not Applicable
	Paying Agents (if any):

7. DISTRIBUTION

8

1. Method of distribution:
2. If syndicated, names of Managers:
3. Stabilisation Manager(s) (if any):
4. If non-syndicated, name of relevant Dealer:
5. Prohibition of Sales to EEA Retail Investors:
6. Prohibition of Sales to UK Retail Investors:
7. Prohibition of Sales to Belgian Consumers:
8. U.S. Selling Restrictions:
9. Canadian Sales Restrictions:
10. Intended to be held in a manner which would allow Eurosystem eligibility:

Non-syndicated

Not Applicable

Not Applicable

Coöperatieve Rabobank U.A.

Applicable

Applicable

Applicable

Reg. S Compliance Category 2; TEFRA D

Canadian Sales Not Permitted

No. Whilst the designation is specified as "no" at the date of this Final Terms, should the Eurosystem eligibility criteria be amended in the future such that the Notes are capable of meeting them the Notes may then be deposited with one of the ICSDs as common safekeeper. Note that this does not necessarily mean that the Notes will then be recognized as eligible collateral for Eurosystem monetary policy and intraday credit operations by the Eurosystem at any time during their life. Such recognition will depend upon the ECB being satisfied that Eurosystem eligibility criteria have been met.

8. REASONS FOR OFFER AND ESTIMATED NET PROCEEDS

(i)	Use of proceeds:	As specified under "Use of Proceeds" in the
		Prospectus
(ii)	Estimated Net proceeds:	GBP500,000,000

9. UK BENCHMARKS REGULATION Amounts payable under the Notes will be calculated by reference to SONIA which is provided by the

UK Benchmarks Regulation: Article 29(2) Bank of England. As far as the Issuer is aware, the Bank of England as administrator of SONIA, is not required to be registered by virtue of article 2 of Regulation (EU) 2016/1011 as is part of domestic law in the UK by virtue of the EUWA, as amended from time to time (the "UK Benchmarks Regulation").

9