Ms. Lana Gogas reports

SCOTIABANK ANNOUNCES PLANS TO FULLY ACQUIRE SCOTIA GROUP JAMAICA LIMITED

Bank of Nova Scotia has made a proposal to acquire all of the shares of Scotia Group Jamaica Ltd. that it does not currently own and transition it to a wholly owned privately held entity.

The proposed transaction is part of Scotiabank's strategy to optimize capital and operational efficiency across its existing footprint.

In connection with the proposed transaction, SGJL announced that, based on the unanimous recommendation of a committee of independent directors of the board of directors of SGJL, it has entered into a definitive arrangement agreement with its majority shareholder, Scotiabank Caribbean Holding Ltd., whereby all of the issued and outstanding shares of SGJL that SCHL does not currently own will be repurchased, subject to approval of SGJL's minority shareholders.

The proposed transaction will be undertaken by way of a court-approved scheme of arrangement under the Companies Act, 2004, in Jamaica. It is expected that SGJL will hold a meeting of the minority shareholders to consider and vote on the proposed transaction in the coming months. If approved at the meeting, the proposed transaction is expected to close in the fourth calendar quarter of 2026, subject to court approval and other customary closing conditions.

Following completion of the proposed transaction, the SGJL shares are expected to be delisted from the Jamaica Stock Exchange.

The total cash consideration being offered to minority shareholders is approximately $500-million, and the CET1 ratio impact at closing is estimated to be approximately five basis points.

About Bank of Nova Scotia

Scotiabank's vision is to be its clients' most trusted financial partner and deliver sustainable, profitable growth. Guided by its purpose: "For every future," it helps its clients, their families and their communities achieve success through a broad range of advice, products and services, including personal and commercial banking, wealth management and private banking, corporate and investment banking, and capital markets. With assets of approximately $1.5-trillion (as at April 30, 2026), Scotiabank is one of the largest banks in North America by assets, and trades on the Toronto Stock Exchange and New York Stock Exchange.

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