Management Proxy Circular (The 193rd Annual Meeting)

Notice of annual meeting of common shareholders of The Bank of Nova Scotia

Our annual meeting will be held both in person and online via live webcast, allowing shareholders to attend the meeting, vote their shares, and submit questions using either method.

Please see page 9 for information about attending the meeting, voting, and submitting questions.

AT THE MEETING YOU WILL BE ASKED TO:

1. Receive our financial statements for the year ended October 31, 2024 and the auditor's report on the statements
2. Elect directors
3. Appoint auditor
4. Vote on an advisory resolution on our approach to executive compensation
5. Vote on the shareholder proposals
6. Consider any other business that may properly come before the meeting

You can read about each item of business beginning on page 6 of the management proxy circular, which describes the meeting, who can vote, and how to vote.

Holders of common shares on February 11, 2025, the record date, are eligible to vote at the meeting (subject to Bank Act (Canada) restrictions). There were 1,245,531,581 common shares outstanding on this date.

By order of the board,

Jaime Larry

Vice President, Bank Governance and Interim Corporate Secretary

Toronto, Ontario, Canada

February 11, 2025

YOUR VOTE IS

IMPORTANT

As a Scotiabank shareholder, it is important to vote your shares at the upcoming meeting. Detailed voting instructions for registered and non-registered shareholders begin on page 9 of the management proxy circular.

If you cannot attend the meeting, you should complete, sign and retuyour proxy or voting instruction form to vote your shares. We encourage you to vote your shares prior to the annual meeting. Your vote

must be received by our transfer agent, Computershare Trust Company of Canada, by

9:00 a.m. (Eastern) on April 4, 2025.

Aaron W. Regent

Chair of Scotiabank's

Dear fellow shareholders,

We are pleased to invite you to Scotiabank's annual general meeting in Halifax on April 8, 2025.

This management proxy circular provides shareholders with important information, including the bank's approach to corporate governance matters and executive compensation, as well as other business that will be conducted at the meeting. We encourage you to review this circular and vote your shares.

Shareholders may choose to attend our annual meeting either in person or online via a live webcast. Both options will allow for full shareholder participation by viewing the meeting, voting their shares and submitting questions.

The bank's board and leadership team thank you for your continued engagement and confidence in our bank.

What's inside

1

Director compensation . . . . . . . 23

• Program elements . . . . . . . . . 23

• 2024 director compensation

table . . . . . . . . . . . . . . . . . . . . . 24

Director equity ownership . . . . 24

2

Governance . . . . . . . . . 25

About the board . . . . . . . . . . . . 28

• Structure of the board . . . . . 28

Board priorities . . . . . . . . . . . . . 29

• Strategic direction . . . . . . . . 29

• Risk oversight . . . . . . . . . . . . 30

• ESG risk management . . 31

innovation . . . . . . . . . . . . . 33

• Data ethics and AI . . . . . . 34

• Cybersecurity . . . . . . . . . . 34

• Leadership development,

inclusivity and

assessment . . . . . . . . . . . . . . 35

• Good governance . . . . . . . . . 39

• Subsidiary governance . . 40

• Stakeholder engagement . . 40

• Environmental, social and governance (ESG)

oversight . . . . . . . . . . . . . . . . . 42

Board composition, development and

assessment . . . . . . . . . . . . . . . . . 47

• Qualities of directors . . . . . . 47

• Independent . . . . . . . . . . . 47

• Diverse . . . . . . . . . . . . . . . . 48

• Integrity and

engagement . . . . . . . . . . . 49

• Balanced in other

professional activities . . . . 49

• Change in principal

occupation . . . . . . . . . . . . 50

• Balanced in tenure . . . . . . 50

• Nominating directors . . . . . . 51

• Shareholder input . . . . . . . . 52

• Majority voting policy . . . . . 52
• Orientation and

education . . . . . . . . . . . . . . . . 52

• Board effectiveness

assessment . . . . . . . . . . . . . . 55

Committee reports . . . . . . . . . . 57

3

Executive

compensation . . . . . . . 63

Message from the Chair of the Board and the chair of the human capital and compensation committee . . . 64

Compensation discussion

and analysis . . . . . . . . . . . . . . . 70

• Compensation

governance . . . . . . . . . . . . . 77

• Decision-making

process . . . . . . . . . . . . . . . . . 81

• Program elements . . . . . . . 83

• 2024 compensation

decisions . . . . . . . . . . . . . . . . 88

• Share performance and
  cost of management . . . . . 99

2024 executive

compensation details . . . . . . . 100

• Summary compensation

table . . . . . . . . . . . . . . . . . . . 100

• Incentive plan awards . . . . 102
• Retirement benefits . . . . . . 107
• Termination and change

of control . . . . . . . . . . . . . . . 109

4

Other information . . . 112

• Compensation of material

programs . . . . . . . . . . . . . . . 113

• Business performance

measures . . . . . . . . . . . . . . . 113

• Non-GAAP measures . . . . . 113

• Loans to directors, officers

and employees . . . . . . . . . . 114

• Directors' and officers'

liability insurance and indemnification . . . . . . . . . . 114

5

Shareholder

proposals . . . . . . . . . . . 115

Directors' approval . . . . . . . . . 124

Management is soliciting your proxy for the annual meeting on April 8, 2025.

This document tells you about the meeting, governance, executive compensation, other information, and shareholder proposals at Scotiabank. We have organized it into five sections to make it easy to find what you are looking for and to help you vote with confidence.

We pay the cost of proxy solicitation for all registered and non-registered (beneficial) shareholders. We are soliciting proxies mainly by mail, but you may also be contacted by employees of Scotiabank, our transfer agent, Computershare Trust Company of Canada (Computershare), or our proxy solicitation firm, Kingsdale Advisors. Kingsdale Advisors may contact certain non-registered (beneficial) shareholders to assist in exercising their voting rights by telephone via Broadridge Investor Communication Corporation's QuickVote™ service. We have retained Kingsdale Advisors to help us with this process at an estimated cost of $50,000.

Unless indicated otherwise, information in this management proxy circular (circular) is as of February 5, 2025 and all dollar amounts are in Canadian dollars.

DELIVERY OF MEETING MATERIALS

Notice and access

As permitted by the Canadian Securities Administrators (CSA) and pursuant to an exemption from the proxy solicitation requirement received from the Office of the Superintendent of Financial Institutions (OSFI), we are using "notice and access" to deliver this circular to both our registered and beneficial shareholders. This means that this circular will be posted online for you to access instead of receiving a physical copy in the mail. Notice and access gives shareholders more choice, allows for faster access to this circular, reduces our printing and mailing costs, and is environmentally friendly as it reduces paper and energy consumption.

You will still receive a physical copy of the form of proxy in the mail if you are a registered shareholder or the voting instruction form if you are a beneficial shareholder so that you can vote your shares. However, instead of receiving a physical copy of the circular, you will receive a notice explaining how to access this circular electronically and how to request a physical copy. Physical copies of the circular will also be provided to shareholders who have standing instructions to receive physical copies of meeting materials.

How to access the circular electronically

This circular is available on the website of the bank (www.scotiabank.com/annualmeeting), Computershare (www.envisionreports.com/scotiabank2025), on SEDAR+ (www.sedarplus.ca), and on EDGAR (www.sec.gov).

In this document:

• we, us, our, the bankand Scotiabank mean
  The Bank of Nova Scotia
• you and your mean holders of our common shares
• common sharesand shares mean the bank's common
  shares
• annual meeting, AGM, and meeting mean the annual
  meeting of common shareholders of the bank

Delivery of the annual report

How we deliver our annual report to you depends on whether you are a registered shareholder or a beneficial shareholder.

You are a registered shareholder if the shares you own are registered directly in your name with Computershare. If this is the case, your name will appear on a share certificate or a statement from a direct registration system confirming your shareholdings. You are a beneficial shareholder if the shares you own are registered for you in the name of an intermediary such as a securities broker, trustee, or financial institution.

Registered shareholders

Registered shareholders who have not opted out of receiving our annual report will receive a physical copy, unless they have consented to electronic delivery. Please refer to "Receiving shareholder materials by email" under "Information about voting" for more information on signing up to receive shareholder materials by email.

Beneficial shareholders

As permitted under securities laws, we are using notice and access to deliver our annual report to beneficial shareholders. You may access the annual report online in the same manner as described in "How to access the circular electronically". Physical copies of the annual report will also be provided to shareholders who have standing instructions to receive physical copies of meeting materials.

How to request a physical copy of materials provided to you through notice and access

Shareholders may request a physical copy of this circular or our annual report, at no cost, up to one year from the date the circular was filed on SEDAR+. If you would like to receive a physical copy prior to the meeting, please follow the instructions provided in the notice or contact Computershare at the contact information provided on the back cover of this circular. A copy of the requested documents will be sent to you within three business days of your request. If you request a physical copy of any materials, you will not receive a new form of proxy or voting instruction form, so you should keep the original form sent to you in order to vote.

Questions?

If you have questions about notice and access or to request a physical copy of this circular or our annual report after the meeting at no charge, you can contact Computershare at the contact information provided on the back cover of this circular.

FOR MORE INFORMATION

You can find financial information about Scotiabank in our 2024 consolidated financial statements and management's discussion and analysis (MD&A). Financial information and other information about Scotiabank, including our annual information form (AIF) and quarterly financial statements are available on our website (www.scotiabank.com), SEDAR+ (www.sedarplus.ca), or on the U.S. Securities and Exchange Commission (SEC) website (www.sec.gov).

Copies of these documents, this circular and any document incorporated by reference, are available for free by writing to:

Corporate Secretary of The Bank of Nova Scotia 40 Temperance Street

Toronto, Ontario

Canada M5H 0B4 [email protected]

You can also communicate with our board of directors by writing to the Chair of the Board at [email protected].

1

ABOUT THE MEETING Read about the items of

business and how to vote your shares

2

GOVERNANCE Leaabout our board's governance practices

3

EXECUTIVE

COMPENSATION

Find out what we paid our senior executives for 2024 and why

4

OTHER INFORMATION Read additional disclosure about the bank

5

SHAREHOLDER PROPOSALS Read the proposals we received from shareholders and leahow and why we recommend voting in relation to each

Business of the meeting

1. RECEIVE FINANCIAL STATEMENTS

Our consolidated financial statements and MD&A for the year ended October 31, 2024, together with the auditor's report on those statements, will be presented at the meeting. You will find these documents in our 2024 annual report, which is available on our website.

2. ELECT DIRECTORS

Under our majority voting policy, you will elect 12 directors individually to serve on our board until the close of the next annual meeting or until their successors are elected or appointed. You can find information about the nominated directors beginning on page 15 and our majority voting policy on page 52.

3. APPOINT AUDITOR

You will vote on appointing the independent auditor. The board recommends that KPMG LLP (KPMG) be re-appointed as the shareholders' auditor until the close of the next annual meeting. The board assessed the performance and independence of KPMG and confirmed that KPMG is independent of the bank within the meaning of the relevant rules and related interpretations prescribed by the relevant professional bodies in Canada and any applicable legislation or regulation. KPMG was appointed our sole auditor in March 2006 following a comprehensive audit tendering process involving the joint auditors to determine which firm should be appointed as sole auditor. Last year, the vote was 93.59% for KPMG as auditor. Representatives of KPMG will attend the meeting.

The bank has robust policies and procedures in place to assess auditor performance, objectivity, and independence. The audit and conduct review committee, which is composed entirely of independent directors, oversees and evaluates the external auditor. The committee recognizes the importance of maintaining auditor independence while balancing a need for continuity of institutional knowledge to ensure the auditor has the necessary experience to effectively audit an international organization of significant size and complexity. When assessing auditor effectiveness and independence, the committee considers a number of factors, including an annual performance and independence review of the external auditor, the nature and amount of any non-audit services, mandatory partner rotations, and a comprehensive review of the auditor performed by the bank.

The bank has numerous processes in place in order to ensure auditor effectiveness and

independence:

•

The board recommends you vote

for

each nominated director

The board recommends you vote

for

KPMG LLP as our independent auditor

• Audit and Conduct Review Committee Review (Independence): The audit and conduct review committee takes into consideration both the high standards of independence that the bank employs in reviewing relationships with the auditor, which further mitigate potential concerns of familiarity due to auditor tenure, and the importance of the auditor's institutional knowledge. The committee also considers the nature and extent of anynon-auditservice fees when assessing independence, which only represent 4.63% of the total auditor's fees in 2024.
• Mandatory Partner Rotations: The mandated rotation of lead and other key engagement partners of KPMG, including partners auditing the different segments of the bank, provides a safeguard against familiarity threats. The lead audit engagement partner rotated in 2021 and the next rotation is in 2026. In working with our auditors, the audit and conduct review committee has agreed on a plan for effective transition of the lead audit engagement partner. The engagement quality partner rotated in 2024. The group engagement partner rotated in 2022. In addition, the partners for all segments also rotate per required independence standards. The rotations for these key roles are staggered to balance continuity and ensure that risk of familiarity threats is addressed at all times.
• Comprehensive Review: The audit and conduct review committee also conducts an in-depth comprehensive review of our external auditor every five years using the standardized toolkit developed by CPA Canada, the CPAB and the ICD, prior to its recommendation to the board regarding the auditor. This approach is consistent with the conclusions and recommendations from CPA Canada/CPAB/ICD Enhancing Audit Quality initiative, which state that a committee's periodic comprehensive review is the preferred alternative to mandatory firm rotation or re-tendering for addressing the institutional familiarity threat and enhancing audit quality. The most recent comprehensive review using CPA Canada/CPAB/ICD toolkit was conducted in 2020 and raised no significant concerns with KPMG as the bank's external auditor. The next comprehensive review will be conducted in 2025.
• Strong Regulatory Framework: KPMG is an independent registered public accounting firm and is subject to external inspections and oversight by the CPAB and the Public Company Accounting Oversight Board (PCAOB). KPMG shares findings and other relevant matters from these inspections with our audit and conduct review committee.
• Regular Review of Committee Membership: The corporate governance committee recommends committee composition (including committee chairs) to the board and reviews committee membership throughout the year and after the annual meeting once the board is elected. The corporate governance committee also reviews committee chair succession in accordance with their term limits. This review and the committee chair term limits ensure the audit and conduct review committee members have the appropriate skills, experience, and tenure, as well as ensure the committee maintains fresh perspectives and does not develop familiarity issues.

Based on the audit and conduct review committee's rigorous assessment of KPMG, the board has concluded that there are no concerns regarding KPMG's effectiveness, tenure, and independence and that KPMG should be recommended for re-appointment to shareholders at this annual meeting.

Auditor's fees

The table below lists the services KPMG provides and the fees we paid to them for the fiscal years ended October 31, 2024 and 2023. The increase in audit fees was due mainly to scope increases driven by new business and regulatory compliance requirements. The increase was also driven partly by market-related adjustments resulting from inflation. The audit and conduct review committee can pre-approve services if they are within the scope of the policies and procedures approved by the committee.

ABOUT THE MEETING

Since 2010, we have held this annual advisory vote to give shareholders the opportunity to provide the board with important feedback. This vote does not diminish the role and responsibility of the board. Last year, the vote was 94.23% for our approach to executive compensation. For more details about the bank's approach to executive compensation, please refer to Section 3 - Executive Compensation. Our executive compensation program is designed to deliver strong, consistent, and predictable results to shareholders over the longer term. Our practices meet the model policy on "say on pay" for boards of directors developed by the Canadian Coalition for Good Governance (CCGG).

You will be asked to vote on the following advisory resolution:

Resolved, on an advisory basis and not to diminish the role and responsibilities of the Board of Directors, that the shareholders accept the approach to executive compensation disclosed in this management proxy circular delivered in advance of the 2025 annual meeting of shareholders of the Bank.

This is an advisory vote, which means the results are not binding on the board. The human capital and compensation committee and the board review the results after the meeting and as they consider future executive compensation decisions. If a significant number of shares are voted against the advisory resolution, the human capital and compensation committee will review our approach to executive compensation in the context of any specific shareholder concerns that have been identified and may make recommendations to the board. We will disclose the human capital and compensation committee's review process and the outcome of its review within six months of the annual meeting.

The human capital and compensation committee and the board welcome questions and comments about executive compensation at Scotiabank. We maintain an open dialogue with shareholders and consider all feedback. See the back cover for our contact information.

for

our approach to executive compensation

5. SHAREHOLDER PROPOSALS

This year you will be asked to consider six shareholder proposals. You can read the proposals and how and why the board recommends voting in relation to each proposal in Section 5.

The deadline for submitting proposals to be considered at next year's annual meeting is November 13, 2025. Proposals should be sent to the Corporate Secretary of The Bank of Nova Scotia, 40 Temperance Street, Toronto, Ontario, Canada M5H 0B4 or [email protected].

SHAREHOLDER APPROVAL

The board recommends you vote AGAINST the proposals