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ISSUER FREE WRITING PROSPECTUS
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Filed Pursuant to Rule 433
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Registration Statement No. 333-261476
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Dated February 27, 2024
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SUMMARY TERMS
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Issuer:
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The Bank of Nova Scotia
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Issue:
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Senior Note Program, Series A
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Underlying index:
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S&P 500® Index (Bloomberg Ticker: “SPX”)
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Stated principal amount:
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$1,000.00 per security
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Issue price:
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$1,000.00 per security
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Minimum investment:
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$1,000.00 (1 security)
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Coupon:
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None
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Pricing date:
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March 15, 2024
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Original issue date:
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March 20, 2024 (3 business days after the pricing date; see preliminary pricing supplement).
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Valuation date:
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March 29, 2030, subject to postponement for certain market disruption events as described in the accompanying product supplement.
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Maturity date:
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April 3, 2030, subject to postponement for certain market disruption events as described in the accompanying product supplement.
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Payment at maturity per
security:
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◾ If the final index value is greater than or equal to the initial index value:
$1,000.00 + the greater of (i) the upside payment and (ii) $1,000.00 × underlying return
◾ If the final index value is less than the initial index value but greater than or equal to the trigger level:
$1,000.00
◾ If the final index value is less than the trigger level:
$1,000.00 + ($1,000.00 × underlying return)
If the final index value is less than the trigger level, you will lose 1% for every 1% that
the final index value falls below the initial index value and you could lose a significant portion or all of your investment in the securities.
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Underlying return:
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(final index value – initial index value) / initial index value
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Upside payment:
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$440.00 per security (44.00% of the stated principal amount)
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Trigger level:
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80.00% of the initial index value, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement
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Initial index value:
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The index closing value of the underlying index on the pricing date, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement
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Final index value:
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The index closing value of the underlying index on the valuation date, as may be adjusted in the case of certain adjustment events as described in the accompanying product supplement
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CUSIP/ISIN:
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06417YP60 / US06417YP602
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Listing:
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The securities will not be listed or displayed on any securities exchange or any electronic communications network.
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Commission:
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$35.00 per stated principal amount
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Estimated value on the
pricing date:
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Expected to be between $906.19 and $936.19 per security. See “Risk Factors” in the preliminary pricing supplement.
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Preliminary pricing
supplement
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HYPOTHETICAL PAYOUT
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Change in Underlying Index
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Payment at Maturity
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+80.00%
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$1,800.00
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+70.00%
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$1,700.00
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+60.00%
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$1,600.00
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+50.00%
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$1,500.00
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+44.00%
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$1,440.00
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+40.00%
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$1,440.00
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+30.00%
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$1,440.00
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+15.00%
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$1,440.00
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0.00%
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$1,440.00
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-5.00%
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$1,000.00
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-10.00%
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$1,000.00
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-15.00%
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$1,000.00
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-20.00%
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$1,000.00
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-30.00%
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$700.00
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-40.00%
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$600.00
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-50.00%
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$500.00
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-60.00%
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$400.00
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-70.00%
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$300.00
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-80.00%
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$200.00
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-90.00%
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$100.00
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-100.00%
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$0.00
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Risk of significant loss at maturity; you may lose up to your entire investment.
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The stated payout from the issuer applies only at maturity.
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You will not receive any interest payments.
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The amount payable on the securities is not linked to the value of the underlying index at any time other than the valuation date.
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Owning the securities is not the same as owning the index constituent stocks.
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An investment in the securities involves market risk associated with the underlying index.
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There can be no assurance that the investment view implicit in the securities will be successful.
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The underlying index reflects price return, not total return.
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Changes affecting the underlying index could have an adverse effect on the market value of, and any amount payable on, the securities.
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There is no affiliation between the index sponsor and BNS, and BNS is not responsible for any disclosure by such index sponsor.
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BNS’ initial estimated value of the securities at the time of pricing (when the terms of your securities are set on the pricing date) will be lower than the issue price of the securities.
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Neither BNS’ nor SCUSA’s estimated value of the securities at any time is determined by reference to credit spreads or the borrowing rate BNS would pay for its conventional fixed-rate debt securities.
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BNS’ initial estimated value of the securities does not represent future values of the securities and may differ from others’ (including SCUSA’s) estimates.
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The securities have limited liquidity.
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The price at which SCUSA would buy or sell your securities (if SCUSA makes a market, which it is not obligated to do) will be based on SCUSA’s estimated value of your securities. SCUSA’s estimated value of the
securities is determined by reference to its pricing models and takes into account BNS’ internal funding rate.
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The price of the securities prior to maturity will depend on a number of factors and may be substantially less than the stated principal amount.
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Payments on the securities are subject to the credit risk of BNS.
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Hedging activities by BNS and SCUSA may negatively impact investors in the securities and cause our respective interests and those of our clients and counterparties to be contrary to those of investors in the
securities.
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We, SCUSA and our other affiliates regularly provide services to, or otherwise have business relationships with, a broad client base, which has included and may include us and the index constituent stock issuers
and the market activities by us, SCUSA or our other affiliates for our or their own respective accounts or for our clients could negatively impact investors in the securities.
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Activities conducted by BNS and its affiliates may impact the value of the underlying index and the value of the securities.
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The calculation agent will have significant discretion with respect to the securities, which may be exercised in a manner that is adverse to your interests.
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BNS and its affiliates may publish research or make opinions or recommendations that are inconsistent with an investment in the securities.
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Uncertain tax treatment. Significant aspects of the tax treatment of the securities are uncertain. You should consult your tax advisor about your tax situation. See “Additional Information About the Securities —
Tax Considerations” and “— Material Canadian Income Tax Consequences” in the preliminary pricing supplement.
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