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2,080,568 Models
$10 principal quantity per unit
CUSIP No. 06417R153

Pricing Date
Settlement Date
Maturity Date

 December 23, 2020
December 31, 2020
December 29, 2025

 

Autocallable Market-Linked Step Up Notes Linked to the VanEck Vectors® Gold Miners ETF

    Maturity of roughly 5 years, if not referred to as previous to maturity

    Automated name of the notes per unit at $10 plus the relevant Name Premium ($1.03 on the primary Commentary Date, $2.06 on the second Commentary Date, $3.09 on the third Commentary Date and $4.12 on the ultimate
Commentary Date) if the Underlying Fund is flat or will increase above 100.00% of the Beginning Worth on the related Commentary Date

    The Commentary Dates will happen roughly one 12 months, two years, three years and 4 years after the pricing date

    If the notes will not be referred to as, at maturity:

    a return of fifty.00percentif the Underlying Fund is flat or will increase as much as the Step Up Worth

    a return equal to the share enhance within the Underlying Fund if the Underlying Fund will increase above the Step Up Worth

    1-to-1 draw back publicity to decreases within the Underlying Fund past a 15.00% decline, with as much as 85.00% of your principal in danger

    All funds are topic to the credit score threat of The Financial institution of Nova Scotia

    No periodic curiosity funds

    Along with the underwriting low cost set forth under, the notes embrace a hedging-related cost of $0.05 per unit. See “Structuring the Notes”

    Restricted secondary market liquidity, with no change itemizing

    The notes are unsecured debt securities and will not be financial savings accounts or insured deposits of a financial institution. The notes will not be insured or assured by the Canada Deposit Insurance coverage Company (the “CDIC”), the U.S. Federal
Deposit Insurance coverage Company (the “FDIC”), or every other governmental company of Canada, the USA or every other jurisdiction

 

The notes are being issued by The Financial institution of Nova Scotia (“BNS”). There are vital variations between the notes and a standard debt safety, together with totally different funding dangers
and sure extra prices. See “Threat Elements” starting on web page TS-8 of this time period sheet, “Further Threat Elements” on web page TS-9 of this time period sheet and “Threat Elements” starting on web page PS-7 of product prospectus complement EQUITY SUN-1.

The preliminary estimated worth of the notes as of the pricing date is $9.491 per unit, which is lower than the general public providing value listed under.
See “Abstract” on the next web page, “Threat Elements” starting on web page TS-8 of this time period sheet, “Further Threat Elements” on web page TS-9 of this time period sheet and “Structuring the Notes” on web page TS-16 of this time period sheet for added data. The precise
worth of your notes at any time will mirror many components and can’t be predicted with accuracy.

_________________________

Not one of the U.S. Securities and Trade Fee (the “SEC”), any state securities fee, or every other regulatory physique has accredited or disapproved of those securities or decided if this Be aware Prospectus (as
outlined under) is truthful or full. Any illustration on the contrary is a legal offense.

_________________________

 

Per Unit

Whole

Public providing value

$10.00

$ 20,805,680.00

Underwriting low cost

$0.20

     $ 416,113.60

Proceeds, earlier than bills, to BNS

$9.80

$ 20,389,566.40

The notes:

Are Not FDIC Insured

Are Not Financial institution Assured

Might Lose Worth

BofA Securities

December 23, 2020

Abstract

The Autocallable Market-Linked Step Up Notes Linked to the VanEck Vectors® Gold Miners ETF, due December 29, 2025 (the “notes”) are our senior unsecured debt securities. The notes will not be assured or insured by
the CDIC or the FDIC, and will not be, both straight or not directly, an obligation of any third celebration. The notes will not be bail-inable debt securities (as outlined within the prospectus). The notes will rank equally with all of
our different unsecured senior debt. Any funds due on the notes, together with any reimbursement of principal, might be topic to the credit score threat of BNS.
The notes might be mechanically referred to as on the relevant Name Quantity if the Commentary Stage of
the Market Measure, that are the shares of the VanEck Vectors® Gold Miners ETF (the “Underlying Fund”), is the same as or higher than the Name Stage on the related Commentary Date. If the notes will not be referred to as, at maturity, the notes present
you with a Step Up Fee if the Ending Worth of the Underlying Fund is the same as or higher than the Beginning Worth, however will not be higher than the Step Up Worth. If the Ending Worth is bigger than the Step Up Worth, you’ll take part on a 1-for-1
foundation within the enhance within the value of the Underlying Fund above the Beginning Worth. If the Ending Worth is lower than the Beginning Worth however higher than or equal to the Threshold Worth, you’ll obtain the principal quantity of your notes. If the Ending
Worth is lower than the Threshold Worth, you’ll lose a portion, which could possibly be important, of the principal quantity of your notes. Any funds on the notes might be calculated primarily based on the $10 principal quantity per unit and can rely on the
efficiency of the Underlying Fund, topic to our credit score threat. See “Phrases of the Notes” under.

The financial phrases of the notes (together with the Name Premiums and Name Quantities) are primarily based on our inside funding fee, which is the speed we’d pay to borrow funds via the issuance of market-linked notes, and the
financial phrases of sure associated hedging preparations.  Our inside funding fee is often decrease than the speed we’d pay after we difficulty typical mounted fee debt securities. This distinction in funding fee, in addition to the underwriting
low cost and the hedging associated cost described under, diminished the financial phrases of the notes to you and the preliminary estimated worth of the notes on the pricing date. As a result of these components, the general public providing value you pay to buy the notes is
higher than the preliminary estimated worth of the notes.

On the duvet web page of this time period sheet, we’ve offered the preliminary estimated worth for the notes. This estimated worth was decided by reference to our inside pricing fashions, which think about sure
components, corresponding to our inside funding fee on the pricing date and our assumptions about market parameters. For extra details about the preliminary estimated worth and the structuring of the notes, see “Structuring the Notes” on web page TS-16.

Phrases of the Notes

 

Issuer:

 

The Financial institution of Nova Scotia (“BNS”)

Name Settlement Dates:

Roughly the fifth enterprise day following the relevant Commentary Date, topic to postponement if the associated Commentary Date is postponed, as described on web page PS-26 of product prospectus complement EQUITY SUN-1.

Principal Quantity:

$10.00 per unit

Name Premiums:

$1.03 per unit if referred to as on the primary Commentary Date (which represents a return of 10.30% over the principal quantity), $2.06 per unit if referred to as on the second Commentary Date (which represents a return of 20.60% over the principal quantity),
$3.09 per unit if referred to as on the third Commentary Date (which represents a return of 30.90% over the principal quantity) and $4.12 per unit if referred to as on the ultimate Commentary Date (which represents a return of 41.20% over the principal quantity).

Time period:

 

Roughly 5 years, if not referred to as

Ending Worth:

The Closing Market Worth of the Market Measure multiplied by the Worth Multiplier on the calculation day. The scheduled calculation day is topic to postponement within the occasion of Market Disruption Occasions, as described starting on web page PS-28
of product prospectus complement EQUITY SUN-1.

Market Measure:

 

The VanEck Vectors® Gold Miners ETF (Bloomberg image: “GDX”)

Worth Multiplier:

1, topic to adjustment for sure occasions regarding the Underlying Fund, as described starting on web page PS-31 of product prospectus complement EQUITY SUN-1.

Beginning Worth:

 

$35.92

Step Up Worth:

$53.88 (150.00% of the Beginning Worth, rounded to 2 decimal locations).

Commentary Stage:

 

The Closing Market Worth of the Market Measure on the relevant Commentary Date.

Step Up Fee:

$5.00 per unit, which represents a return of fifty.00percentover the principal quantity.

Commentary Dates:

December 31, 2021, December 23, 2022, December 22, 2023 and December 20, 2024. The Commentary Dates are topic to postponement within the occasion of Market Disruption Occasions, as described starting on web page PS-28 of product prospectus complement
EQUITY SUN-1.

Threshold Worth:

$30.53 (85.00% of the Beginning Worth, rounded to 2 decimal locations).

Name Stage:

 

$35.92 (100.00% of the Beginning Worth).

Calculation Day:

December 19, 2025

Name Quantities (per Unit):

$11.03 if referred to as on the primary Commentary Date, $12.06 if referred to as on the second Commentary Date, $13.09 if referred to as on the third Commentary Date and $14.12 if referred to as on the ultimate Commentary Date.

Charges and Expenses:

The underwriting low cost of $0.20 per unit listed on the duvet web page and the hedging associated cost of $0.05 per unit described in “Structuring the Notes” on web page TS-16.

   

Calculation Agent:

BofA Securities, Inc. (“BofAS”).

Figuring out Fee on the Notes

Automated Name Provision

The notes might be referred to as mechanically on an Commentary Date if the Commentary Stage on that Commentary Date is the same as or higher than the Name Stage. If the notes are referred to as, you’ll obtain $10 per unit plus the
relevant Name Premium.

Redemption Quantity Dedication

If the notes will not be mechanically referred to as, on the maturity date, you’ll obtain a money cost per unit decided as follows:

The phrases and dangers of the notes are contained on this time period sheet and within the following:

On account of the completion of the reorganization of Financial institution of America’s U.S. broker-dealer enterprise, references to Merrill Lynch, Pierce, Fenner & Smith Integrated (“MLPF&S”) within the
accompanying product prospectus complement EQUITY SUN-1, as such references relate to MLPF&S’s institutional companies, must be learn as references to BofAS.

These paperwork (collectively, the “Be aware Prospectus”) have been filed as a part of a registration assertion with the SEC, which can, with out value, be accessed on the SEC web site as indicated above or obtained
from MLPF&S or BofAS by calling 1-800-294-1322. It is best to learn the Be aware Prospectus, together with this time period sheet, for details about us and this providing.  Any prior or contemporaneous oral statements and every other written supplies you’ll have
obtained are outdated by the Be aware Prospectus. While you learn the accompanying product prospectus complement, please observe that each one references in such complement to the prospectus complement dated December 26, 2018 or to any sections therein ought to
refer as an alternative to the accompanying prospectus complement dated November 19, 2020 or to the corresponding sections of such prospectus complement, as relevant, except the context in any other case requires. Capitalized phrases used however not outlined on this time period
sheet have the meanings set forth in product prospectus complement EQUITY SUN-1. Until in any other case indicated or except the context requires in any other case, all references on this doc to “we,” “us,” “our,” or related references are to BNS.

Investor Concerns

Chances are you’ll want to think about an funding within the notes if:

 

The notes might not be an acceptable funding for you if:

   You might be prepared to obtain a
return in your funding capped on the relevant Name Premium if the related Commentary Stage is the same as or higher than the Name Stage.

   You anticipate that the notes
might be mechanically referred to as or that the Underlying Fund won’t lower from the Beginning Worth to an Ending Worth that’s lower than the Threshold Worth.

   You might be prepared to threat a
substantial lack of principal and return if the notes will not be mechanically referred to as and the Underlying Fund decreases from the Beginning Worth to an Ending Worth that’s lower than the Threshold Worth.

   You might be prepared to forgo the
curiosity funds which can be paid on typical curiosity bearing debt securities.

   You might be prepared to forgo the
advantages of straight proudly owning the Underlying Fund or the securities included within the Underlying Fund.

   You might be prepared to just accept a
restricted or no marketplace for gross sales previous to maturity, and perceive that the market costs for the notes, if any, might be affected by numerous components, together with our precise and perceived creditworthiness, our inside funding fee and charges and
costs on the notes.

   You might be prepared to imagine our
credit score threat, as issuer of the notes, for all funds below the notes, together with the Redemption Quantity.

 

   You wish to maintain your notes for the total time period.

   You consider that the notes
won’t be mechanically referred to as and the Underlying Fund will lower from the Beginning Worth to an Ending Worth that’s lower than the Threshold Worth.

   You search 100% principal
reimbursement or preservation of capital.

   You search curiosity funds or
different present earnings in your funding.

   You wish to obtain the
advantages of straight proudly owning the Underlying Fund or the securities included within the Underlying Fund.

   You search an funding for
which there might be a liquid secondary market.

   You might be unwilling or are
unable to take market threat on the notes or to take our credit score threat as issuer of the notes.

We urge you to seek the advice of your funding, authorized, tax, accounting, and different advisors relating to an funding within the notes.

Hypothetical Payout Profile and Examples of Funds at Maturity

The graph under reveals a payout profile at maturity, which might solely apply if the notes will not be referred to as on any Commentary Date.

   Autocallable Market-Linked Step Up Notes

This graph displays the returns on the notes, primarily based on the Threshold Worth of 85.00% of the Beginning Worth, the Step Up Fee of $5.00 per unit and the Step Up Worth of 150.00% of the Beginning Worth. The inexperienced line displays the returns
on the notes, whereas the dotted grey line displays the returns of a direct funding within the Market Measure.

This graph has been ready for functions of illustration solely. 

The next desk and examples are for functions of illustration solely.  They’re primarily based on hypothetical
values and present hypothetical returns on the notes, assuming the notes will not be referred to as on any Commentary Date. They illustrate the calculation of the Redemption Quantity
and whole fee of return primarily based on a hypothetical Beginning Worth of 100, a hypothetical Threshold Worth of 85, a hypothetical Step Up Worth of 150, the Step Up Fee of $5.00 per unit and a variety of hypothetical Ending Values. The precise quantity you obtain and the ensuing whole fee of return will rely on the precise Beginning Worth, Threshold Worth, Ending Worth, Step Up Worth, whether or not the notes are referred to as on an
Commentary Date and whether or not you maintain the notes to maturity.
The next examples don’t keep in mind any tax penalties from investing within the notes.

For current precise costs of the Underlying Fund, see “The Underlying Fund” part under. All funds on the notes are topic to issuer credit score threat.

Ending Worth

 

Proportion Change from the

Beginning Worth to the Ending Worth

 

Redemption Quantity per Unit

 

Whole Charge of Return on the Notes

0.00

 

-100.00%

 

$1.50

 

-85.00%

50.00

 

-50.00%

 

$6.50

 

-35.00%

75.00

 

-25.00%

 

$9.00

 

-10.00%

80.00

 

-20.00%

 

$9.50

 

-5.00%

   85.00(1)

 

-15.00%

 

$10.00

 

0.00%

90.00

 

-10.00%

 

$10.00

 

0.00%

95.00

 

-5.00%

 

$10.00

 

0.00%

   100.00(2)

 

0.00%

 

  $15.00(3)

 

50.00%

105.00

 

5.00%

 

$15.00

 

50.00%

110.00

 

10.00%

 

$15.00

 

50.00%

120.00

 

20.00%

 

$15.00

 

50.00%

130.00

 

30.00%

 

$15.00

 

50.00%

140.00

 

40.00%

 

$15.00

 

50.00%

    150.00(4)

 

50.00%

 

$15.00

 

50.00%

154.00

 

54.00%

 

$15.40

 

54.00%

160.00

 

60.00%

 

$16.00

 

60.00%

(1)

That is the hypothetical Threshold Worth.

(2)

The hypothetical Beginning Worth of 100 utilized in these examples has been chosen for illustrative functions solely. The precise Beginning Worth is $35.92,
which was the Closing Market Worth of the Underlying Fund on the pricing date.

(3)

This quantity represents the sum of the principal quantity and the Step Up Fee of $5.00.

(4)

That is the hypothetical Step Up Worth.

Redemption Quantity Calculation Examples

Instance 1

The Ending Worth is 75.00, or 75.00% of the Beginning Worth:

Beginning Worth:

100.00

Threshold Worth:

 85.00

Ending Worth:

 75.00

 Redemption Quantity per unit

Instance 2

The Ending Worth is 95.00, or 95.00% of the Beginning Worth:

Beginning Worth:

100.00

Threshold Worth:

 85.00

Ending Worth:

 95.00

Remption Quantity per unit = $10.00, the principal quantity, because the Ending Worth is lower than the Beginning Worth, however is the same as or higher than the Threshold
Worth.

Instance 3

The Ending Worth is 110.00, or 110.00% of the Beginning Worth:

Beginning Worth:

100.00

Step Up Worth:

150.00

Ending Worth:

110.00

Redemption Quantity per unit, the principal quantity plus the Step Up Fee, because the Ending Worth is the same as or higher than the Beginning Worth, however lower than the Step Up Worth.

Instance 4

The Ending Worth is 154.00, or 154.00% of the Beginning Worth:

Beginning Worth:

100.00

Step Up Worth:

150.00

Ending Worth:

154.00

Redemption Quantity per unit

Threat Elements

There are vital variations between the notes and a standard debt safety.  An funding within the notes entails important dangers, together with these listed under. It is best to fastidiously evaluate the
extra detailed rationalization of dangers regarding the notes within the “Threat Elements” sections starting on web page PS-7 of product prospectus complement EQUITY SUN-1, web page S-2 of the prospectus complement, and web page 5 of the prospectus recognized above. We additionally
urge you to seek the advice of your funding, authorized, tax, accounting, and different advisors.

Construction-Associated Dangers

If the notes will not be mechanically referred to as, relying on the efficiency of the Underlying Fund as measured shortly earlier than the maturity date, your funding could lead to a loss; there isn’t any assured return of
principal.

Your return on the notes could also be lower than the yield you would earn by proudly owning a standard mounted or floating fee debt safety of comparable maturity.

If the notes are referred to as, your funding return is restricted to the return represented by the relevant Name Premium.

Your funding return could also be lower than a comparable funding straight within the Underlying Fund or the securities within the Underlying Fund.

Market Measure-Associated Dangers

Your return on the notes and the worth of the notes could also be affected by change fee actions and components affecting the worldwide securities markets.

The sponsor of the NYSE® Arca Gold Miners Index® (the “Underlying Index”) could regulate the Underlying Index in a method that impacts the Underlying Fund, and has no obligation to think about your
pursuits.

The sponsor and funding advisor of the Underlying Fund could regulate the Underlying Fund in a method that might adversely have an effect on the value of the Underlying Fund and consequently, the return on the notes, and don’t have any
obligation to think about your pursuits.

As a noteholder, you should have no rights to obtain shares of the Underlying Fund or the securities held by the Underlying Fund, and you’ll not be entitled to obtain securities, dividends or different distributions
on these securities.

Whereas we, MLPF&S, BofAS or our respective associates could now and again personal securities of firms included within the Underlying Fund, we, MLPF&S, BofAS and our respective associates don’t management any
firm included within the Underlying Fund, and haven’t verified any disclosure made by every other firm.

There are liquidity and administration dangers related to the Underlying Fund.

The efficiency of the Underlying Fund could not correlate with the efficiency of its Underlying Index in addition to the web asset worth per share of the Underlying Fund, particularly in periods of market volatility
when the liquidity and the market value of shares of the Underlying Fund and/or securities held by the Underlying Fund could also be adversely affected, generally materially.

Dangers related to the Underlying Index or the underlying belongings of the Underlying Fund will have an effect on the share value of the Underlying Fund and the worth of the notes.

Valuation- and Market-Associated Dangers

Our preliminary estimated worth of the notes is decrease than the general public providing value of the notes. Our preliminary estimated worth of the notes is barely an estimate. The general public providing value of the notes exceeds our
preliminary estimated worth as a result of it consists of prices related to promoting and structuring the notes, in addition to hedging our obligations below the notes with a 3rd celebration, which can embrace BofAS or one in all its associates. These prices embrace
the underwriting low cost and an anticipated hedging associated cost, as additional described in “Structuring the Notes” on web page TS-16.

Our preliminary estimated worth of the notes doesn’t signify future values of the notes and will differ from others’ estimates. Our preliminary estimated worth of the notes is decided by reference to our inside
pricing fashions when the phrases of the notes are set.  These pricing fashions think about sure components, corresponding to our inside funding fee on the pricing date, the anticipated time period of the notes, market circumstances and different related components current
at the moment, and our assumptions about market parameters, which may embrace volatility, dividend charges, rates of interest and different components.  Totally different pricing fashions and assumptions might present valuations for the notes which can be totally different
from our preliminary estimated worth. As well as, market circumstances and different related components sooner or later could change, and any of our assumptions could show to be incorrect. On future dates, the market worth of the notes might change
considerably primarily based on, amongst different issues, the efficiency of the Underlying Fund, adjustments in market circumstances, our creditworthiness, rate of interest actions and different related components.  These components, along with numerous credit score, market
and financial components over the time period of the notes, are anticipated to cut back the value at which you could possibly promote the notes in any secondary market and can have an effect on the worth of the notes in complicated and unpredictable methods. Our preliminary
estimated worth doesn’t signify a minimal value at which we or any brokers could be prepared to purchase your notes in any secondary market (if any exists) at any time.

Our preliminary estimated worth will not be decided by reference to credit score spreads or the borrowing fee we’d pay for our typical fixed-rate debt securities. The interior funding fee used within the
dedication of our preliminary estimated worth of the notes typically represents a reduction from the credit score spreads for our typical fixed-rate debt securities and the borrowing

fee we’d pay for our typical fixed-rate debt securities. If we have been to make use of the rate of interest implied by the credit score spreads for our typical fixed-rate debt securities, or the borrowing fee we
would pay for our typical fixed-rate debt securities, we’d count on the financial phrases of the notes to be extra favorable to you. Consequently, our use of an inside funding fee for the notes would have an opposed impact on the
financial phrases of the notes, the preliminary estimated worth of the notes on the pricing date, and the value at which you could possibly promote the notes in any secondary market.

A buying and selling market will not be anticipated to develop for the notes. None of us, MLPF&S or BofAS is obligated to make a marketplace for, or to repurchase, the notes. There isn’t a assurance that any celebration might be prepared to
buy your notes at any value in any secondary market.

Battle-Associated Dangers

Our enterprise, hedging and buying and selling actions, and people of MLPF&S, BofAS and our respective associates (together with trades within the Underlying Fund or the securities included within the Underlying Fund), and any
hedging and buying and selling actions we, MLPF&S, BofAS or our respective associates have interaction in for our purchasers’ accounts, could have an effect on the market worth and return of the notes and will create conflicts of curiosity with you.

There could also be potential conflicts of curiosity involving the calculation agent, which is BofAS.  We now have the appropriate to nominate and take away the calculation agent.

Basic Credit score Dangers

Funds on the notes are topic to our credit score threat, and precise or perceived adjustments in our creditworthiness are anticipated to have an effect on the worth of the notes. If we grow to be bancrupt or are unable to pay our
obligations, it’s possible you’ll lose your total funding.

Tax-Associated Dangers

The U.S. federal earnings tax penalties of the notes are unsure, and could also be opposed to a holder of the notes.  See “Abstract of U.S. Federal Revenue Tax Penalties” under.

The conclusion that no portion of the curiosity paid or credited or deemed to be paid or credited on a observe might be “Taking part Debt Curiosity” topic to Canadian withholding tax relies partly on the present
revealed administrative place of the CRA.  There can’t be any assurance that CRAs present revealed administrative follow won’t be topic to alter, together with potential enlargement within the present administrative
interpretation of Taking part Debt Curiosity topic to Canadian withholding tax.  If, at any time, the curiosity paid or credited or deemed to be paid or credited on a observe is topic to Canadian withholding tax, you’ll obtain an quantity
that’s lower than the Redemption Quantity. It is best to seek the advice of your individual adviser as to the potential for such withholding and the potential for discount or refund of half or all of such withholding, together with below any bilateral Canadian tax
treaty the advantages of which you will be entitled. For a dialogue of the Canadian federal earnings tax penalties of investing within the notes, see “Abstract of Canadian Federal Revenue Tax Penalties” under, “Canadian Taxation—Debt Securities”
on web page 62 of the prospectus dated December 26, 2018, and “Supplemental Dialogue of Canadian Federal Revenue Tax Penalties” on web page PS-41 of product prospectus complement EQUITY SUN-1.

Further Threat Elements

Further Threat Elements Associated to the Underlying Fund

All the securities held by the Underlying Fund are concentrated in a single business.

All the securities held by the Underlying Fund are issued by firms within the gold and silver mining business. Because of this, the securities that can decide the efficiency of the notes are concentrated
in a single business. Though an funding within the notes won’t give holders any possession or different direct pursuits within the securities held by the Underlying Fund, the return on an funding within the notes might be topic to sure dangers much like these
related to direct fairness investments within the gold and silver mining business. Accordingly, by investing within the notes, you’ll not profit from the diversification which might outcome from an funding linked to firms that function in a number of
sectors.

A restricted variety of securities could have an effect on the value of the Underlying Fund, and the securities included within the Underlying Index will not be essentially consultant of the gold and silver
mining business.

As of October 31, 2020, the highest two holdings of the Underlying Fund constituted 23.96% of the Underlying Fund’s portfolio and the highest six holdings constituted 45.68% of such portfolio. Any discount within the
market value of these securities is more likely to have a considerable opposed affect on the value of the Underlying Fund and the worth of the notes

Whereas the securities included within the Underlying Index are frequent shares, American Depositary Receipts (“ADRs”) or international depositary receipts (“GDRs”) of firms typically thought of to be concerned in
numerous segments of the gold and silver mining business, the securities included within the Underlying Index could not observe the value actions of the whole gold and silver mining business typically. If the securities included within the Underlying Index
(and, accordingly, the securities held by the Underlying Fund) decline in worth, the Underlying Fund will decline in worth even when safety costs within the gold and silver mining business typically enhance in worth.

The notes might be topic to dangers related to small-capitalization and mid-capitalization firms.

The Underlying Fund could spend money on firms that could be thought of small-capitalization or mid-capitalization firms. These firms usually have higher inventory value volatility, decrease buying and selling quantity and
much less liquidity than large-capitalization firms. Accordingly, the Underlying Fund’s share value could also be extra risky than that of a fund that invests in shares issued by large-capitalization firms.  Inventory costs of small-capitalization or
mid-capitalization firms are additionally extra weak than these of large-capitalization firms to opposed enterprise and financial developments, and the shares of small-capitalization or mid-capitalization firms could also be thinly traded, making it
tough for the Underlying Fund to purchase and promote them.  As well as, small-capitalization or mid-capitalization firms are usually much less secure financially than large-capitalization firms and will rely on a small variety of key personnel,
making them extra weak to lack of personnel.  Small-capitalization or mid-capitalization firms are sometimes topic to much less analyst protection and could also be in early, and fewer predictable, durations of their company existences.  Such firms are inclined to
have smaller revenues, much less various product strains, smaller shares of their services or products markets, fewer monetary assets and fewer aggressive strengths than large-capitalization firms and are extra vulnerable to opposed developments associated
to their merchandise. These components might adversely have an effect on the value of the Underlying Fund through the time period of the notes, which can adversely have an effect on the worth of your notes.

There isn’t a direct correlation between the worth of the notes or the value of the Underlying Fund, on the one hand, and gold and silver costs, however.

Though the value of gold or silver is one issue that will affect the efficiency of the securities held by the Underlying Fund, the notes will not be linked to the gold or silver spot costs or to gold or
silver futures. There isn’t a direct linkage between the value of the Underlying Fund and the costs of gold and silver. Whereas gold and silver costs could also be one issue that might have an effect on the costs of the securities included within the Underlying Index and,
consequently, the value of the Underlying Fund, the quantity payable on the notes will not be straight linked to the motion of gold and silver costs and could also be affected by components unrelated to these actions. Investing within the notes will not be the identical as
investing in gold or silver, and you shouldn’t spend money on the notes in case you want to spend money on a product that’s linked on to the value of gold or silver.

NYSE Arca, Inc. (“NYSE Arca”), the sponsor and compiler of the Underlying Index, retains important management and discretionary decision-making over the Underlying Index and is accountable
for choices relating to the interpretation of and amendments to the Underlying Index guidelines, which can have an opposed impact on the value of the Underlying Fund, the market worth of the notes and the quantity payable on the notes.

NYSE Arca is the compiler of the Underlying Index and, as such, is liable for the day-to-day administration of the Underlying Index and for choices relating to the interpretation of the foundations governing the
Underlying Index. NYSE Arca has the discretion to make operational changes to the Underlying Index and to the Underlying Index elements, together with discretion to exclude firms that in any other case meet the minimal standards for inclusion within the
Underlying Index. As well as, NYSE Arca retains the facility to complement, amend in entire or partly, revise or withdraw the Underlying Index guidelines at any time, any of which can result in adjustments in the way in which the Underlying Index is compiled or calculated
or adversely have an effect on the Underlying Index in one other method. Any of those changes to the Underlying Index or the Underlying Index guidelines could adversely have an effect on the composition of the Underlying Index, the value of the Underlying Fund, the market worth of
the notes and the quantity payable on the notes. The Underlying Index sponsor has no obligation to take the wants of any purchaser, vendor or holder of the notes into consideration at any time.

The efficiency of the Underlying Fund could also be influenced by gold and silver costs.

To the extent the value of gold or silver has a restricted impact, if any, on the costs of the securities held by the Underlying Fund, gold costs and silver costs are topic to risky value actions over
quick durations of time, signify buying and selling in commodities markets, that are considerably totally different from equities markets, and are affected by quite a few components. These embrace financial components, together with the construction of and confidence within the international
financial system, expectations of the long run fee of inflation, the relative power of, and confidence in, the U.S. greenback (the forex through which the costs of gold and silver are typically quoted), rates of interest and gold and silver borrowing and
lending charges, and international or regional financial, monetary, political, regulatory, judicial, or different occasions.

Gold costs and silver costs may additionally be affected by business components corresponding to industrial and jewellery demand, lending, gross sales and purchases of gold and silver by the official sector, together with central banks
and different governmental businesses and multilateral establishments which maintain gold and silver, ranges of gold and silver manufacturing and manufacturing prices, and short-term adjustments in provide and demand due to buying and selling actions within the gold and silver
markets. It’s not doable to foretell the mixture results of all or any mixture of those components. Any destructive developments with respect to those components could have an opposed impact on gold and silver costs and, consequently, on the costs of the
securities held by the Underlying Fund and the value of the Underlying Fund.

Further Threat Elements Associated to Basic Credit score Concerns

The COVID-19 virus could have an opposed affect on BNS.

On March 11, 2020, the World Well being Group declared the outbreak of a pressure of novel coronavirus illness, COVID-19, a world pandemic. Governments in affected areas have imposed various measures designed to
comprise the outbreak, together with enterprise closures, journey restrictions, quarantines and cancellations of gatherings and occasions. The unfold of COVID-19 has had disruptive results in international locations through which BNS operates and the worldwide financial system extra extensively, as
nicely as inflicting elevated volatility and declines in monetary markets. COVID-19 has materially impacted and continues to materially affect the markets through which BNS operates. If the pandemic is extended, or additional illnesses emerge that give rise to
related results, the opposed affect on the worldwide financial system might deepen and lead to additional declines in monetary markets. A considerable quantity of BNS’s enterprise entails making loans or in any other case committing assets to particular firms, industries
or international locations. The COVID-19 pandemic’s affect on such debtors, industries and international locations

might have a cloth opposed impact on BNS’s monetary outcomes, companies, monetary situation or liquidity. The COVID-19 pandemic may additionally lead to disruption to BNS’s key suppliers of products and companies and lead to
elevated unavailability of employees adversely impacting the standard and continuity of service to prospects and the status of BNS. Because of this, the enterprise, outcomes of operations, company status and monetary situation of BNS could possibly be adversely
impacted for a considerable time frame.

The Underlying Fund

All disclosures contained on this time period sheet relating to the Underlying Fund and the Underlying Index, together with, with out limitation, their make-up, technique of their calculation, and adjustments of their elements, have been
derived from publicly accessible sources.  The data displays the insurance policies of, and is topic to alter by, Van Eck Associates Company (“VanEck”).  The results of any discontinuance of the Underlying Fund or the Underlying Index are
mentioned within the part entitled “Description of the Notes— Anti-Dilution and Discontinuance Changes Regarding Underlying Funds” starting on web page PS-31 of product prospectus complement EQUITY SUN-1. None of us, the calculation agent, MLPF&S
or BofAS accepts any accountability for the calculation, upkeep, or publication of the Underlying Fund, the Underlying Index, or any successor Underlying Fund.

The VanEck Vectors® Gold Miners ETF

The VanEck Vectors® Gold Miners ETF (the “GDX”) is an funding portfolio maintained and managed by VanEck VectorsTM ETF Belief (the “VanEck Vectors Belief”).  Van Eck Associates
Company (“Van Eck”) is the funding adviser to the GDX.  The GDX is an exchange-traded fund that trades on the NYSE Arca below the ticker image “GDX.”

Data offered to or filed with the SEC by the VanEck Vectors Belief pursuant to the Securities Act and the Funding Firm Act will be positioned by reference to SEC file numbers 333-123257 and
811-10325, respectively, via the SEC’s web site at http://www.sec.gov.

Funding Goal and Technique

The GDX seeks to supply funding outcomes that correspond typically to the value and yield efficiency, earlier than charges and bills, of the NYSE® Arca Gold Miners Index® (the “GDM”). 
The GDM, calculated by NYSE Arca, is a modified market capitalization-weighted index consisting of frequent shares and ADRs of publicly traded firms concerned primarily in mining for gold and silver.

The GDX usually invests not less than 80% of its whole belongings in frequent shares and ADRs of firms concerned within the gold and silver mining business.  The GDX’s 80% funding coverage is non-fundamental and
requires 60 days’ prior written discover to shareholders earlier than it may be modified.  The GDX, utilizing a “passive” or indexing funding method, makes an attempt to approximate the funding efficiency of the GDM by investing in a portfolio of securities that
typically replicates the GDM.  The returns of the GDX could also be affected by sure administration charges and different bills, that are detailed in its prospectus.  Van Eck expects that, over time, the correlation between the GDX’s efficiency and that of the
GDM earlier than charges and bills might be 95% or higher.  A determine of 100% would point out good correlation.

The GDX could select to pay attention its investments in a selected business or group of industries to the extent that the GDM concentrates in an business or group of industries.

Correlation

The GDM is a theoretical monetary calculation, whereas the GDX is an precise funding portfolio.  The efficiency of the GDX and the GDM will differ considerably on account of transaction prices, market affect,
company actions (corresponding to mergers and spin-offs) and timing variances.  A determine of 100% would point out good correlation.  Any correlation of lower than 100% is known as “monitoring error.”  The GDX, utilizing a “passive” or indexing funding method,
will be anticipated to have a higher monitoring error than a Fund utilizing a replication indexing technique.

The NYSE® Arca Gold Miners Index®

The GDM was developed by the NYSE Amex (previously the American Inventory Trade) and is calculated, maintained and revealed by the NYSE Arca.  The GDM is reported by Bloomberg below the ticker image “GDM.” 
The GDM benchmark was 500.00 on the shut of buying and selling on December 20, 2002.

Aims and Guiding Ideas Underlying the GDM

The GDM is a modified market capitalization weighted index comprised of publicly traded firms concerned primarily within the mining of gold or silver. The GDM consists of frequent shares, ADRs or GDRs of
chosen firms which can be concerned in mining for gold and silver and which can be listed for buying and selling and electronically quoted on a significant inventory market that’s accessible by international buyers.  Usually, this consists of exchanges in most developed markets
and main rising markets, and consists of firms which can be cross-listed, i.e., each U.S. and Canadian listings. NYSE Arca will use its discretion to keep away from exchanges and markets which can be thought of “frontier” in nature or have main restrictions to
international possession. The GDM consists of firms that derive not less than 50% of their revenues from gold mining and associated actions (40% for firms which can be already included within the GDM).  Additionally, the GDM will keep an publicity to firms with a
important income publicity to silver mining along with gold mining, which won’t exceed 20% of the GDM weight at every rebalance. Solely firms with market capitalization higher than $750 million which have a each day common buying and selling quantity of at
least 50,000 shares and a median each day worth traded of not less than $1 million over the previous three months are eligible for inclusion within the GDM. Beginning in December 2013, for firms already included within the GDM, the market capitalization requirement
at every rebalance might be $450 million, the common each day quantity requirement might be not less than 30,000 shares over the previous three months and the common each day worth traded requirement might be not less than $600,000 over the previous three months. NYSE Arca has
the discretion to not embrace all firms that meet the minimal standards for inclusion.

Index Calculation

The GDM is calculated on a value return foundation utilizing a modified market capitalization weighting methodology divided by a divisor.  The divisor was decided on the preliminary capitalization base of the GDM at
the bottom stage and could also be adjusted on account of company actions and composition adjustments.  The GDM is weighted primarily based in the marketplace capitalization of every of the element securities, modified to evolve to the next asset diversification
necessities, that are utilized together with the scheduled quarterly changes to the GDM:

i.     the load of any single element safety could not account for greater than 20% of
the overall worth of the GDM;

ii.    the element securities are break up into two subgroups-large and small, that are
ranked by market capitalization weight within the GDX.  Massive shares are outlined as having an index weight higher than or equal to five%.  Small shares are outlined as having an index weight under 5%; and

iii.   the mixture weight of these element securities which individually signify
greater than 4.5% of the overall worth of the GDM could not account for greater than 45% of the overall GDM worth.

The GDM is reviewed quarterly in order that the GDM elements proceed to signify the universe of firms concerned within the gold and silver mining business.  The NYSE Arca could at any time and from time to
time change the variety of securities comprising the group by including or deleting a number of securities, or changing a number of securities contained within the group with a number of substitute securities of its selection, if within the NYSE Arca’s discretion
such addition, deletion or substitution is important or acceptable to take care of the standard and/or character of the GDM.  Adjustments to the GDM compositions and/or the element share weights within the GDM usually take impact after the shut of buying and selling on
the third Friday of every calendar quarter month in reference to the quarterly index rebalance.

On the time of the quarterly rebalance, the weights for the elements shares (considering anticipated element adjustments and share changes), are modified in accordance with the next
procedures.

Diversification Rule 1:  If any element inventory exceeds 20% of the overall worth of the GDM, then all shares higher than 20% of the GDM are diminished to signify 20%
of the worth of the GDM.  The combination quantity by which all element shares are diminished is redistributed proportionately throughout the remaining shares that signify lower than 20% of the index worth.  After this redistribution, if every other inventory then
exceeds 20%, the inventory is ready to twenty% of the index worth and the redistribution is repeated.

Diversification Rule 2:  The elements are sorted into two teams, giant are elements with a beginning index weight of 5% or higher and small are these which can be
below 5% (after any changes for Diversification Rule 1).  The big group will signify within the combination 45% and the small group will signify 55% within the combination of the ultimate index weight. This might be adjusted via the next course of:
The burden of every of the big shares might be scaled down proportionately with a ground of 5% in order that the mixture weight of the big elements might be diminished to signify 45% of the GDM.  If any element inventory falls under a weight equal to the
product of 5% and the proportion by which the shares have been scaled down following this distribution, then the load of the inventory is ready equal to the product of 5% and the proportion by which the shares have been scaled down, the elements with weights
higher than 5% will diminished proportionately.  The burden of every of the small elements might be scaled up proportionately from the redistribution of the big elements.  If any element inventory exceeds a weight equal to the product of 4.5% and the
proportion by which the shares have been scaled down following this distribution, then the load of the inventory is ready equal to the product of 4.5% and the proportion by which the shares have been scaled down.  The redistribution of weight to the remaining shares
is repeated till the whole quantity has been redistributed.

Index Upkeep

The GDM is reviewed quarterly to make sure that not less than 90% of the index weight is accounted for by index elements that proceed to fulfill the preliminary eligibility necessities.  Elements might be eliminated
from the GDM through the quarterly evaluate if both (1) the market capitalization falls under $450 million or (2) the traded common each day shares for the earlier three months is lower than 30,000 shares and the common each day traded worth for the
earlier three months is lower than $600,000.  Together with the quarterly evaluate, the share weights used within the calculation of the GDM are decided primarily based upon present shares excellent modified, if mandatory, to supply higher index
diversification, as described above.  The index elements and their share weights are decided and introduced previous to taking impact.  The share weight of every element inventory within the index portfolio stays mounted between quarterly critiques besides in
the occasion of sure varieties of company actions corresponding to inventory splits, reverse inventory splits, inventory dividends, or related occasions.  The share weights used within the index calculation will not be usually adjusted for shares issued or repurchased between
quarterly critiques.  Nonetheless, within the occasion of a merger between two elements, the share weight of the surviving entity could also be adjusted to account for any inventory issued within the acquisition.  The NYSE Arca could substitute shares or change the variety of
shares included within the GDM, primarily based on altering circumstances within the business or within the occasion of sure varieties of company actions, together with mergers, acquisitions, spin-offs, and reorganizations.  Within the occasion of element or share weight adjustments to the
index portfolio, the cost of dividends apart from extraordinary money dividends, spin-offs, rights choices, re-capitalization, or different company actions affecting a element inventory of the GDM; the index divisor could also be adjusted to make sure that there are
no adjustments to the index value on account of non-market forces.

Historic Knowledge

The next graph reveals the each day historic efficiency of the Underlying Fund on its main change within the interval from January 1, 2010 via December 23, 2020.  We obtained this
historic knowledge from Bloomberg L.P.  We now have not independently verified the accuracy or completeness of the data obtained from Bloomberg L.P. On the pricing date, the Closing Market Worth of the Underlying Fund was $35.92. The graph under could
have been adjusted to mirror sure company actions corresponding to inventory splits and reverse inventory splits.

Historic Efficiency of the Underlying Fund

This historic knowledge on the Underlying Fund will not be essentially indicative of the long run efficiency of the Underlying Fund or what the worth of the notes could also be. Any historic upward
or downward pattern within the value per share of the Underlying Fund throughout any interval set forth above will not be a sign that the value per share of the Underlying Fund is kind of more likely to enhance or lower at any time over the time period of the
notes.

It is best to seek the advice of publicly accessible sources for the costs and buying and selling sample of the Underlying Fund.

Complement to the Plan of Distribution

Underneath our distribution settlement with BofAS, BofAS will buy the notes from us as principal on the public providing value indicated on the duvet of this time period sheet, much less the indicated underwriting low cost.

MLPF&S will buy the notes from BofAS for resale, and can obtain a promoting concession in reference to the sale of the notes in an quantity as much as the total quantity of the underwriting low cost set forth on the duvet
of this time period sheet.

We are going to ship the notes in opposition to cost therefor in New York, New York on a date that’s higher than two enterprise days following the pricing date. Underneath Rule 15c6-1 of the Securities Trade Act of 1934, trades within the
secondary market typically are required to settle in two enterprise days, except the events to any such commerce expressly agree in any other case. Accordingly, purchasers who want to commerce the notes greater than two enterprise days previous to the settlement date might be
required to specify various settlement preparations to stop a failed settlement.

The notes won’t be listed on any securities change. Within the authentic providing of the notes, the notes might be offered in minimal funding quantities of 100 models. If you happen to place an order to buy the notes, you might be
consenting to MLPF&S and/or one in all its associates appearing as a principal in effecting the transaction in your account.

MLPF&S and BofAS could repurchase and resell the notes, with repurchases and resales being made at costs associated to then-prevailing market costs or at negotiated costs, and these costs will embrace MLPF&S’s and
BofAS’s buying and selling commissions and mark-ups or mark-downs. MLPF&S and BofAS could act as principal or agent in these market-making transactions; nevertheless, neither is obligated to interact in any such transactions. At their discretion, for a brief,
undetermined preliminary interval after the issuance of the notes, MLPF&S and BofAS could supply to purchase the notes within the secondary market at a value that will exceed the preliminary estimated worth of the notes. Any value supplied by MLPF&S or BofAS for the
notes might be primarily based on then-prevailing market circumstances and different issues, together with the efficiency of the Underlying Fund and the remaining time period of the notes. Nonetheless, none of us, MLPF&S, BofAS or any of our respective associates is
obligated to buy your notes at any value or at any time, and we can not guarantee you that we, MLPF&S, BofAS or any of our respective associates will buy your notes at a value that equals or exceeds the preliminary estimated worth of the notes.

The worth of the notes proven in your account assertion produced by MLPF&S might be primarily based on BofAS’s estimate of the worth of the notes if BofAS or one other of its associates have been to make a market within the notes, which it’s
not obligated to do. That estimate might be primarily based upon the value that BofAS could pay for the notes in mild of then-prevailing market circumstances, and different issues, as talked about above, and can embrace transaction prices. At sure instances, this
value could also be larger than or decrease than the preliminary estimated worth of the notes.

The distribution of the Be aware Prospectus in reference to these provides or gross sales might be solely for the aim of offering buyers with the outline of the phrases of the notes that was made accessible to buyers in
reference to their preliminary providing. Secondary market buyers mustn’t, and won’t be approved to, depend on the Be aware Prospectus for data relating to BNS or for any objective apart from that described within the instantly previous sentence.

Structuring the Notes

The notes are our unsecured senior debt securities, the return on which is linked to the efficiency of the Underlying Fund.  As is the case for all of our debt securities, together with our market-linked notes, the financial
phrases of the notes mirror our precise or perceived creditworthiness on the time of pricing. The interior funding fee we use in pricing the market-linked observe is often decrease than the speed we’d pay after we difficulty typical fixed-rate debt
securities of comparable maturity. This typically comparatively decrease inside funding fee, which is mirrored within the financial phrases of the notes, together with the charges and costs related to market-linked notes, resulted within the preliminary estimated
worth of the notes on the pricing date being lower than their public providing value.

Funds on the notes, together with the quantity you obtain at maturity or upon an computerized name, might be calculated primarily based on the efficiency of the Underlying Fund and the $10 per unit principal quantity. To be able to meet these
cost obligations, on the time we difficulty the notes, we could select to enter into sure hedging preparations (which can embrace name choices, put choices or different derivatives) with BofAS or one in all its associates.  The phrases of those hedging
preparations are decided by in search of bids from market members, together with MLPF&S, BofAS and its associates, and keep in mind various components, together with our creditworthiness, rate of interest actions, the volatility of the Underlying
Fund, the tenor of the notes and the tenor of the hedging preparations. The financial phrases of the notes and their preliminary estimated worth rely partly on the phrases of those hedging preparations.

BofAS has suggested us that the hedging preparations will embrace a hedging associated cost of roughly $0.05 per unit, reflecting an estimated revenue to be credited to BofAS from these transactions.  Since hedging entails
threat and could also be influenced by unpredictable market forces, extra earnings and losses from these hedging preparations could also be realized by BofAS or any third celebration hedge suppliers.

For additional data, see “Threat Elements” starting on web page PS-7 and “Use of Proceeds and Hedging” on web page PS-23 of product prospectus complement EQUITY SUN-1.

Abstract of Canadian Federal Revenue Tax Penalties

An investor ought to learn fastidiously the outline of principal Canadian federal earnings tax issues below Canadian Taxation within the accompanying prospectus related to a holder (as outlined on
web page 20 of the prospectus) proudly owning debt securities, and the outline of principal Canadian federal earnings tax issues below Supplemental Dialogue of Canadian Federal Revenue Tax Penalties within the product prospectus
complement EQUITY SUN-1.

Abstract of U.S. Federal Revenue Tax Penalties

The next is a basic description of sure U.S. federal tax issues regarding the notes. Potential purchasers of the notes ought to seek the advice of their tax advisors as to the results below the tax legal guidelines of the
nation of which they’re residents for tax functions and the tax legal guidelines of the U.S. of buying, holding and disposing of the notes and receiving funds below the notes. This abstract relies upon the regulation as in impact on the date of this doc and
is topic to any change in regulation that will take impact after such date. We urge you to learn the extra detailed dialogue within the “Materials U.S. Federal Revenue Tax Penalties” part starting on web page PS-42 of product prospectus complement EQUITY SUN-1.

No statutory, regulatory, judicial or administrative authority straight discusses how the notes must be handled for U.S. federal earnings tax functions. Because of this, the U.S. federal earnings tax penalties of your funding
within the notes are unsure. Accordingly, we urge you to seek the advice of your tax advisor as to the tax penalties of your funding within the notes (and of getting agreed to the required tax remedy of your notes described under) and as to the applying of
state, native or different tax legal guidelines to your funding in your notes and the doable results of adjustments in federal or different tax legal guidelines.

Pursuant to the phrases of the notes, BNS and also you agree, within the absence of a statutory or regulatory change or an administrative dedication or judicial ruling on the contrary, to characterize your notes as pay as you go by-product contracts with respect
to the Underlying Fund. In case your notes are so handled, topic to the dialogue under relating to Part 1260 of the Inside Income Code of 1986, as amended (the “Code”), it’s best to typically acknowledge long-term capital acquire or loss in case you maintain your
notes for a couple of 12 months (and, in any other case, short-term capital acquire or loss) upon the taxable disposition of your notes in an quantity equal to the distinction between the quantity you obtain at such time and the quantity you paid in your notes. The
deductibility of capital losses is topic to limitations.

Nonetheless, it’s doable that the Inside Income Service (the “IRS”) might assert that your holding interval in respect of your notes ought to finish on the date on which the quantity you might be entitled to
obtain upon maturity or computerized name of your notes is decided, although you’ll not obtain any quantities from BNS in respect of your notes previous to the maturity or computerized name of your notes. In such case, it’s possible you’ll be handled as having a
holding interval in respect of your notes previous to the maturity or computerized name of your notes, and such holding interval could also be handled as lower than one 12 months even in case you obtain money upon the maturity or computerized name of your notes at a time that’s
a couple of 12 months after the start of your holding interval.

Part 1260. As a result of the notes are linked to the shares of an ETF, there’s a threat that an funding within the notes could possibly be handled as a “constructive
possession transaction” inside the that means of Part 1260 of the Code. A “constructive possession transaction” features a contract below which an investor will obtain cost equal to or credit score for the long run worth of any fairness curiosity in sure
“passthru entities” (together with regulated funding firms corresponding to ETFs, actual property funding trusts and passive international funding firms). Underneath the “constructive possession” guidelines, if an funding within the notes is handled as a “constructive
possession transaction,” any long-term capital acquire acknowledged by a U.S. holder (as outlined below “Materials U.S. Federal Revenue Tax Penalties” within the accompanying product complement) in respect of the notes could be recharacterized as extraordinary
earnings  (or, as a result of the Underlying Fund references gold, topic to a particular 28% most fee that’s relevant to “collectibles”) to the extent such acquire exceeds the quantity of “internet underlying long-term capital acquire” (as outlined in Part 1260 of
the Code) of the U.S. holder (the “Extra Achieve”). As well as, an curiosity cost would additionally apply to any deemed underpayment of tax in respect of any Extra Achieve to the extent such acquire would have resulted in gross earnings inclusion for the U.S. holder
in taxable years previous to the taxable 12 months of the taxable disposition of the notes (assuming such earnings accrued such that the quantity in every successive 12 months is the same as the earnings within the prior 12 months elevated at a relentless fee equal to the relevant
federal fee as of the date of the taxable disposition of the notes).

It’s not clear to what extent any long-term capital acquire acknowledged by a U.S. holder in respect of the notes could be recharacterized as extraordinary earnings or “collectibles acquire” and topic to the
curiosity cost described above, partly, as a result of it isn’t clear how the “internet underlying long-term capital acquire” could be computed in respect of the notes. Underneath Part 1260 of the Code, the web underlying long-term capital acquire is mostly the web
long-term capital acquire a taxpayer would have acknowledged by investing within the underlying “passthru entity” on the inception of the constructive possession transaction and promoting on the date the constructive possession transaction is closed out (i.e. at
maturity or earlier disposition). It’s doable that as a result of the U.S. holder doesn’t share in distributions made on the Underlying Fund, these distributions could possibly be excluded from the calculation of the quantity and character of acquire, if any, that
would have been realized had the U.S. holder held the Underlying Fund straight and that the applying of constructive possession guidelines could not recharacterize adversely a good portion of the long-term capital acquire it’s possible you’ll acknowledge with respect
to the notes. Nonetheless, it’s also doable that each one or a portion of your acquire with respect to the notes could possibly be handled as “Extra Achieve” as a result of the Underlying Fund is an ETF, the “internet underlying long-term capital acquire” might equal the quantity of
long-term capital acquire a U.S. holder would have acknowledged if on the unique difficulty date of the notes the holder had invested, professional rata, the principal quantity of the notes in shares of the Underlying Fund and offered these shares for his or her truthful market
worth on the date the notes are offered, exchanged or retired. As well as, all or

a portion of your acquire acknowledged with respect to the notes could possibly be “Extra Achieve” if you buy the notes for an quantity that’s lower than the principal quantity of the notes. Moreover, except in any other case established by
clear and convincing proof, the “internet underlying long-term capital acquire” is handled as zero. Accordingly, it’s doable that each one or a portion of any acquire on the sale or settlement of the notes after one 12 months could possibly be handled as “Extra Achieve” from a
“constructive possession transaction,” which acquire could be recharacterized as extraordinary earnings or “collectibles acquire,” and topic to an curiosity cost. As a result of the applying of the constructive possession guidelines to the notes is unclear, you might be urged
to seek the advice of your tax advisor relating to the potential utility of the “constructive possession” guidelines to an funding within the notes.

Based mostly on sure factual representations obtained from us, our particular U.S. tax counsel, Cadwalader, Wickersham & Taft LLP, is of the opinion that it could be affordable to deal with your notes within the method described above.
Nonetheless, as a result of there isn’t any authority that particularly addresses the tax remedy of the notes, it’s doable that your notes might alternatively be handled for tax functions as a single contingent cost debt instrument or pursuant to another
characterization (together with doable remedy as a “constructive possession transaction” below Part 1260 of the Code), such that the timing and character of your earnings from the notes might differ materially and adversely from the remedy
described above.

Discover 2008-2. In 2007, the IRS launched a discover that will have an effect on the taxation of holders of the notes. In accordance with Discover 2008-2, the IRS and the U.S. Treasury Division (the
“Treasury”) are actively contemplating whether or not a holder of an instrument such because the notes must be required to accrue extraordinary earnings on a present foundation. It’s not doable to find out what steering they’ll finally difficulty, if any. It’s doable,
nevertheless, that below such steering, holders of the notes will finally be required to accrue earnings at present and this could possibly be utilized on a retroactive foundation. The IRS and the Treasury are additionally contemplating different related points, together with whether or not
extra acquire or loss from such devices must be handled as extraordinary or capital, whether or not non-U.S. holders of such devices must be topic to withholding tax on any deemed earnings accruals, and whether or not the particular “constructive possession
guidelines” of Part 1260 of the Code must be utilized to such devices. Each U.S. and non-U.S. holders are urged to seek the advice of their tax advisors regarding the significance, and the potential affect, of the above issues.

Proposed Laws. In 2007, laws was launched in Congress that, if it had been enacted, would have required holders of notes bought after the invoice was enacted to
accrue curiosity earnings over the time period of the notes even if there might be no curiosity funds over the time period of the notes.

Moreover, in 2013 the Home Methods and Means Committee launched in draft type sure proposed laws regarding monetary devices. If it had been enacted, the impact of this laws typically would have been
to require devices such because the notes to be marked to market on an annual foundation with all features and losses to be handled as extraordinary, topic to sure exceptions.

It’s not possible to foretell what any such laws or administrative or regulatory steering would possibly present, and whether or not the efficient date of any laws or steering will have an effect on securities that have been issued earlier than the
date that such laws or steering is issued. You might be urged to seek the advice of your tax advisor as to the chance that any legislative or administrative motion could adversely have an effect on the tax remedy of your notes.

Medicare Tax on Internet Funding Revenue. U.S. holders which can be people, estates or sure trusts are topic to a further 3.8% tax on all or a portion of their “internet funding
earnings,” or “undistributed internet funding earnings” within the case of an property or belief, which can embrace any earnings or acquire realized with respect to the notes, to the extent of their internet funding earnings or undistributed internet funding earnings (because the
case could also be) that, when added to their different modified adjusted gross earnings, exceeds $200,000 for an single particular person, $250,000 for a married taxpayer submitting a joint return (or a surviving partner), $125,000 for a married particular person submitting a
separate return or the greenback quantity at which the best tax bracket begins for an property or belief. The three.8% Medicare tax is decided in a distinct method than the common earnings tax. U.S. holders ought to seek the advice of their tax advisors with respect to
the three.8% Medicare tax.

Specified Overseas Monetary Property. U.S. holders could also be topic to reporting obligations with respect to their notes if they don’t maintain their notes in an account maintained by a
monetary establishment and the mixture worth of their notes and sure different “specified international monetary belongings” (making use of sure attribution guidelines) exceeds an relevant threshold. Vital penalties can apply if a U.S. holder is required to
disclose its notes and fails to take action.

Backup Withholding and Data Reporting. The proceeds obtained from a taxable disposition of the notes might be topic to data reporting except you might be an “exempt
recipient” and may additionally be topic to backup withholding on the fee specified within the Code in case you fail to supply sure figuring out data (corresponding to an correct taxpayer quantity, if you’re a U.S. holder) or meet sure different circumstances.

Quantities withheld below the backup withholding guidelines will not be extra taxes and could also be refunded or credited in opposition to your U.S. federal earnings tax legal responsibility, offered the required data is furnished to the IRS.

Non-U.S. Holders. If you’re a non-U.S. holder, topic to Part 871(m) of the Code and FATCA, mentioned under, it’s best to typically not be topic to typically relevant
data reporting and backup withholding necessities with respect to funds in your notes in case you adjust to sure certification and identification necessities as to your non-U.S. standing together with offering us (and/or the relevant
withholding agent) a correctly executed and totally accomplished relevant IRS Type W-8. Topic to Part 897 of the Code and Part 871(m) of the Code, mentioned herein acquire realized from the taxable disposition of a observe typically won’t be topic
to U.S. tax except (i) such acquire is successfully linked with a commerce or enterprise performed by you within the U.S., (ii) you’re a non-resident alien particular person and are current within the U.S. for 183 days or extra through the taxable 12 months of such taxable
disposition and sure different circumstances are happy or (iii) you’ve gotten sure different current or former connections with the U.S.

Part 897. We won’t try to determine whether or not the Underlying Fund could be handled as a “United States actual property holding company” (“USRPHC”) inside the that means of
Part 897 of the Code. We additionally haven’t tried to find out whether or not the notes must be handled as “United States actual property pursuits” (“USRPI”) as outlined in Part 897 of the Code. If the Underlying Fund and/or the notes have been so handled,
sure opposed U.S. federal earnings tax penalties might presumably apply, together with subjecting any acquire realized by a non-U.S. holder in respect of the notes upon a taxable disposition (together with money settlement) of the notes to U.S. federal earnings
tax on a internet foundation, and the proceeds from such a taxable disposition to a withholding tax. Non-U.S. holders ought to seek the advice of their tax advisors relating to the potential remedy of the Underlying Fund as a USRPHC and/or the notes as USRPI.

Part 871(m). A 30% withholding tax (which can be diminished by an relevant earnings tax treaty) is imposed below Part 871(m) of the Code on sure “dividend equivalents” paid or
deemed paid to a non-U.S. holder with respect to a “specified equity-linked instrument” that references a number of dividend-paying U.S. fairness securities or indices containing U.S. fairness securities.  The withholding tax can apply even when the
instrument doesn’t present for funds that reference dividends.  Treasury laws present that the withholding tax applies to all dividend equivalents paid or deemed paid on specified equity-linked devices which have a delta of 1
(“delta-one specified equity-linked devices”) issued after 2016 and to all dividend equivalents paid or deemed paid on all different specified equity-linked devices issued after 2018. Nonetheless, the IRS has issued steering that states that the
Treasury and the IRS intend to amend the efficient dates of the Treasury laws to supply that withholding on dividend equivalents paid or deemed paid won’t apply to specified equity-linked devices that aren’t delta-one specified
equity-linked devices and are issued earlier than January 1, 2023.

Based mostly on our dedication that the notes will not be “delta-one” with respect to the Underlying Fund, our particular U.S. tax counsel is of the opinion that the notes shouldn’t be delta-one specified equity-linked devices and
thus shouldn’t be topic to withholding on dividend equivalents. Our dedication will not be binding on the IRS, and the IRS could disagree with this dedication. Moreover, the applying of Part 871(m) of the Code will rely on our
determinations made upon issuance of the notes. If withholding is required, we won’t make funds of any extra quantities.

Nonetheless, after issuance, it’s doable that your notes could possibly be deemed to be reissued for tax functions upon the prevalence of sure occasions affecting the Underlying Fund or your notes, and following such prevalence
your notes could possibly be handled as delta-one specified equity-linked devices which can be topic to withholding on dividend equivalents.  It’s also doable that withholding tax or different tax below Part 871(m) of the Code might apply to the notes below
these guidelines in case you enter, or have entered, into sure different transactions in respect of the Underlying Fund or the notes.  If you happen to enter, or have entered, into different transactions in respect of the Underlying Fund or the notes, it’s best to seek the advice of your
tax advisor relating to the applying of Part 871(m) of the Code to your notes within the context of your different transactions.

Due to the uncertainty relating to the applying of the 30% withholding tax on dividend equivalents to the notes, you might be urged to seek the advice of your tax advisor relating to the potential utility of Part 871(m) of the
Code and the 30% withholding tax to an funding within the notes.

U.S. Federal Property Tax Remedy of Non-U.S. Holders. A observe could also be topic to U.S. federal property tax if a person non-U.S. holder holds the observe on the time of his or her
dying. The gross property of a non-U.S. holder domiciled exterior the U.S. consists of solely property located within the U.S. Particular person non-U.S. holders ought to seek the advice of their tax advisors relating to the U.S. federal property tax penalties of holding the notes at
dying.

FATCA. The Overseas Account Tax Compliance Act (“FATCA”) was enacted on March 18, 2010, and imposes a 30% U.S. withholding tax on “withholdable funds” (i.e., sure U.S.-source
funds, together with curiosity (and authentic difficulty low cost), dividends or different mounted or determinable annual or periodical acquire, earnings, and earnings, and on the gross proceeds from a disposition of property of a kind which may produce U.S.-source
curiosity or dividends) and “passthru funds” (i.e., sure funds attributable to withholdable funds) made to sure international monetary establishments (and sure of their associates) except the payee international monetary establishment agrees (or is
required), amongst different issues, to reveal the id of any U.S. particular person with an account on the establishment (or the related affiliate) and to yearly report sure details about such account. FATCA additionally requires withholding brokers making
withholdable funds to sure international entities that don’t disclose the identify, handle, and taxpayer identification variety of any substantial U.S. house owners (or don’t certify that they don’t have any substantial U.S. house owners) to withhold tax at a fee
of 30%. Underneath sure circumstances, a holder could also be eligible for refunds or credit of such taxes.

Pursuant to closing and short-term Treasury laws and different IRS steering, the withholding and reporting necessities below FATCA will typically apply to sure “withholdable funds”, won’t apply to gross proceeds on
a sale or disposition, and can apply to sure international passthru funds solely to the extent that such funds are made after the date that’s two years after closing laws defining the time period “international passthru cost” are revealed. If
withholding is required, we (or the relevant paying agent) won’t be required to pay extra quantities with respect to the quantities so withheld. Overseas monetary establishments and non-financial international entities positioned in jurisdictions which have an
intergovernmental settlement with the U.S. governing FATCA could also be topic to totally different guidelines.

Traders ought to seek the advice of their very own advisors concerning the utility of FATCA, specifically if they might be categorized as monetary establishments (or in the event that they maintain their notes via a international entity) below
the FATCA guidelines.

Each U.S. and non-U.S. holders ought to seek the advice of their tax advisors relating to the U.S. federal earnings tax penalties of an funding within the notes, in addition to any tax penalties arising below the legal guidelines of
any state, native or non-U.S. taxing jurisdiction (together with that of BNS).

Within the opinion of Cadwalader, Wickersham & Taft LLP, as particular counsel to the issuer, when the notes supplied by this time period sheet have been executed and issued by the issuer and authenticated by the
trustee pursuant to the indenture and delivered, paid for and offered as contemplated herein, the notes might be legitimate and binding obligations of the issuer, enforceable in opposition to the issuer in accordance with their phrases, topic to relevant chapter,
insolvency, fraudulent conveyance, reorganization, moratorium, receivership or different legal guidelines regarding or affecting collectors’ rights typically, and to basic ideas of fairness (no matter whether or not enforcement is sought in a continuing at regulation or
in fairness). This opinion is given as of the date hereof and is restricted to the legal guidelines of the State of New York. Insofar as this opinion entails issues ruled by Canadian regulation, Cadwalader, Wickersham & Taft LLP has assumed, with out impartial
inquiry or investigation, the validity of the issues opined on by Osler, Hoskin & Harcourt LLP, Canadian authorized counsel for the issuer, in its opinion expressed under. As well as, this opinion is topic to customary assumptions concerning the
trustee’s authorization, execution and supply of the indenture and, with respect to the notes, authentication of the notes and the genuineness of signatures and sure factual issues, all as acknowledged within the opinion of Cadwalader, Wickersham &
Taft LLP dated November 30, 2018 filed with the Securities and Trade Fee as Exhibit 5.3 to the Registration Assertion on Type F-3 on November 30, 2018.

Within the opinion of Osler, Hoskin & Harcourt LLP, the difficulty and sale of the notes has been duly approved by all mandatory company motion of BNS in conformity with the Indenture, and when the notes
have been duly executed, authenticated and issued in accordance with the Indenture, the notes might be validly issued and, to the extent validity of the notes is a matter ruled by the legal guidelines of the Province of Ontario, or the legal guidelines of Canada relevant
therein, and might be legitimate obligations of BNS, topic to the next limitations (i) the enforceability of the Indenture could also be restricted by the Canada Deposit Insurance coverage Company Act (Canada), the Winding-up and Restructuring Act (Canada) and
chapter, insolvency, reorganization, receivership, moratorium, association or winding-up legal guidelines or different related legal guidelines affecting the enforcement of collectors’ rights typically; (ii) the enforceability of the Indenture could also be restricted by equitable
ideas, together with the precept that equitable cures corresponding to particular efficiency and injunction could solely be granted within the discretion of a court docket of competent jurisdiction; (iii) pursuant to the Foreign money Act (Canada) a judgment by a Canadian
court docket have to be awarded in Canadian forex and that such judgment could also be primarily based on a fee of change in existence on a day apart from the day of cost; and (iv) the enforceability of the Indenture might be topic to the constraints contained within the
Limitations Act, 2002 (Ontario), and such counsel expresses no opinion as as to whether a court docket could discover any provision of the Indenture to be unenforceable as an try and differ or exclude a limitation interval below that Act. This opinion is given as of
the date hereof and is restricted to the legal guidelines of the Province of Ontario and the federal legal guidelines of Canada relevant thereto. As well as, this opinion is topic to customary assumptions concerning the Trustees’ authorization, execution and supply of the
Indenture and the genuineness of signatures and sure factual issues, all as acknowledged within the letter of such counsel dated November 30, 2018, which has been filed as Exhibit 5.2 to BNS’s Type F-3 filed with the SEC on November 30, 2018.

The place You Can Discover Extra Data

We now have filed a registration assertion (together with a product prospectus complement, a prospectus complement and a prospectus) with the SEC for the providing to which this time period sheet relates. It is best to learn the Be aware Prospectus, together with this time period
sheet, and the opposite paperwork that we’ve filed with the SEC, for extra full details about us and this providing.  Chances are you’ll get these paperwork with out value by visiting EDGAR on the SEC web site at www.sec.gov.  Alternatively, we, any agent, or
any seller collaborating on this providing will prepare to ship you these paperwork in case you so request by calling MLPF&S or BofAS toll-free at 1-800-294-1322.

Autocallable Market-Linked Step Up Notes

TS-20



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