The terms “ESG”, “net-zero”, “carbon neutral”, “sustainable finance”, “carbon-related finance” and similar terms, taxonomies and criteria are evolving, and the bank’s use of such terms may change to reflect such evolution. Any references to such terms in this document are references to the internally defined criteria of the bank and not to any particular regulatory definition or voluntary standard.

The bank has assumed continued growth in its clients’ investments in and expenditures on Sustainability activities. The bank has also assumed ordinary rates of growth and development of the bank’s business, including in the products and services it provides to clients in all sectors, in its own investments, in its subsidiaries and in its geographic footprint. If any of these assumptions prove incorrect, the bank may not be able to meet its Sustainability Objectives and may need to update or revise them.

The evolution of the policy and regulatory environment relating to Sustainability issues, and climate-related issues in particular, may result in updates or revisions to forward-looking statements and other information contained in this document. There could also be changes to the market practices, taxonomies, methodologies, scenarios, frameworks, criteria and standards (collectively, Sustainability Standards) that governmental and non-governmental entities, the financial sector, the bank and its clients use to classify, assess, measure, report on and verify Sustainability activities, including for inclusion toward the bank’s Sustainability Objectives. In some cases, applicable Sustainability Standards may not yet exist. The bank may update its Sustainability Objectives, its plans to achieve them, its progress toward them, and its estimates of the impact of this progress, as appropriate, in light of new and evolving Sustainability Standards.

In setting and implementing its Sustainability Objectives, the bank relies on data obtained from clients and other third-party sources. The bank’s use of third-party data cannot be taken as an endorsement of the third-party or its data or be construed as granting any form of intellectual property. Although the bank believes these sources are reliable, the bank has not independently verified all third-party data, or assessed the assumptions underlying such data, and cannot guarantee their accuracy. The data used by the bank in connection with its Sustainability Objectives may be limited in quality, unavailable, or inconsistent across sectors, and we have no guarantee that third parties will comply with our policies and procedures in respect of the collection of this data. Certain third-party data may also change over time as Sustainability Standards evolve. These factors could have a material effect on the bank’s Sustainability Objectives and ability to meet them.

The bank and its clients may need to purchase carbon and clean energy instruments (Environmental Attributes) to meet its Sustainability Objectives. The market for Environmental Attributes is still developing and their availability may be limited. Some Environmental Attributes are also subject to the risk of invalidation or reversal, and the bank provides no assurance of the treatment of any such Environmental Attributes in the future. There may also be changes to applicable regulations and standards that impact the market for Environmental Attributes. The maturity, liquidity and economics of this market may make it more difficult for the bank to achieve its Sustainability Objectives.

This document may provide addresses of or contain hyperlinks to websites that are not owned or controlled by the bank. Each such address or hyperlink is provided solely for the recipient’s convenience, and the content of linked third-party websites is not in any way included or incorporated by reference into this document. The bank takes no responsibility for such websites or their content, or for any loss or damage that may arise from their use. If you decide to access any of the third-party websites linked to this document, you do so at your own risk and subject to the terms and conditions of such websites.

Management proxy circular

You have received this management proxy circular because you owned Scotiabank common shares as of the close of business on February 17, 2026 (the record date) and are entitled to vote at our annual and special meeting.

Management is soliciting your proxy for the annual and special meeting on April 14, 2026.

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 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 10, 2026 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/scotiabank2026), on SEDAR+ (www.sedarplus.ca), and on EDGAR (www.sec.gov).

In this document:

1. RECEIVE FINANCIAL STATEMENTS

Our consolidated financial statements and MD&A for the year ended October 31, 2025, together with the auditor’s report on those statements, will be presented at the meeting. You will find these documents in our 2025 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 17 and our majority voting policy on page 57.

The board

recommends you vote

for

each

nominated director

The board

recommends you vote

for

KPMG LLP

as our independent auditor

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. In the prior year, the vote was 94.3% 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 the results of an annual performance and independence review of the external auditor, with a comprehensive review performed on a periodic basis, the nature and amount of any non-audit services, and mandatory partner rotations.

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

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, 2025 and 2024. The increase in audit fees was due mainly to scope changes driven by new regulatory compliance requirements and business-related increases. The increase was also driven partly by market-related increases 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.

Audit services

Audit services generally relate to the statutory audits and review of financial statements, regulatory required attestation reports, as well as services associated with registration statements, prospectuses, periodic reports and other documents filed with securities regulatory bodies or other documents issued in connection with securities offerings.

Audit-related services

Audit-related services include special attestation services not directly linked to the financial statements, review of controls and procedures related to regulatory reporting, audits of employee benefit plans and consultation and training on accounting and financial reporting.

Tax services outside of the audit scope

Tax services outside of the audit scope relate primarily to specified review procedures required by local tax authorities, attestation on tax returns of certain subsidiaries as required by local tax authorities, and review to determine compliance with an agreement with the tax authorities.

Other non-audit services

Other non-audit services are primarily for the review and translation of English language financial statements into other languages and special attestation services required for sustainability and climate-related reporting.

Total Bank and Subsidiaries

44.6

41.9

Total Fees

48.5

45.5

4. CONFIRM, BY SPECIAL RESOLUTION, AN AMENDMENT TO BY-LAW NO. 1 REGARDING DIRECTORS’ COMPENSATION

The Bank Act (Canada) (Bank Act) requires that our by-laws fix the maximum amount of compensation that can be paid to all directors for their services as directors of the bank during a specific period. Section 3.13 of By-law No. 1 fixed that amount at $5,000,000 in each financial year. This amount has not been increased since being approved by shareholders at our annual and special meeting on April 9, 2015. For more information about our approach to director compensation, see pages 25 to 26 of the circular.

On October 28, 2025, the board approved an amendment to Section 3.13 of By-law No. 1 to increase the aggregate maximum amount that can be paid to directors in each financial year to $7,000,000. To be effective, the proposed by-law amendment requires confirmation by a special resolution of shareholders, approved by at least two-thirds of the votes cast by shareholders at the meeting.

Directors’ duties and responsibilities continue to expand and evolve with the growth and complexity of the bank’s business, the markets in which the bank operates and the evolving regulatory environment. The proposed increase recognizes that directors are spending an increasing amount of time on our affairs and that their duties as directors require a substantial commitment. This change allows the bank to continue to attract and recruit qualified candidates with the necessary skills, expertise and experience to meet the expectations of the bank, regulators and stakeholders. Although the current compensation limit is adequate to accommodate the current number of directors and increases in retainers, the new aggregate maximum provides more flexibility in the board succession process by allowing new directors to join the board before others retire. It also allows the bank the ability to establish new or special committees (for which compensation may be payable), to respond to any unforeseen events or address specific priorities or initiatives as they arise, as well as to account for appropriate increases in director compensation in future years.

The resolution to be presented for consideration by shareholders at the meeting is as follows:

“Resolved, as a special resolution, that the amendment of Section 3.13 of By-law No. 1 to delete the reference to $5,000,000 and replace it with $7,000,000, is confirmed.”

If passed, Section 3.13 will read as follows:

“3.13 Compensation – For each financial year, a sum not exceeding $7,000,000 may be taken by the Board from the funds of the Bank as remuneration for their services as Directors, and the Directors may from time to time apportion the same among themselves in such manner as they shall think fit. The Directors shall also be entitled to be reimbursed for travelling and other expenses properly incurred by them in attending meetings of the Board, or any Committee of the Board, or of Shareholders.”

For the full text of our by-laws, including the amendments to be approved by our shareholders, please visit scotiabank.com/annualmeeting, the SEDAR+ website (www.sedarplus.ca) or the EDGAR section of the SEC’s website (www.sec.gov).

The board

recommends you vote

for

the confirmation of an amendment to By-law No. 1

5. CONFIRM ADMINISTRATIVE AMENDMENTS TO BY-LAW NO. 1

On October 28, 2025, the board passed a resolution amending certain provisions of the bank’s by-laws, effective only upon confirmation by an ordinary resolution approved by a majority of the votes cast by shareholders at the meeting. These amendments are part of our continual review of best governance practices and reflect regulatory changes that are administrative in nature.

The changes to the by-laws are to: (1) allow for the annual meeting of shareholders to be delayed if permitted by the Bank Act, applicable laws and applicable stock exchange requirements; (2) require at least two persons present in person or represented by proxyholder for quorum for shareholders’ meetings; (3) clarify that voting at a shareholder meeting can be conducted by a show of hands if permitted by the Bank Act and document what constitutes prima facie evidence in respect of whether a vote at a shareholder meeting has been carried or not; (4) document the authority of the chair of the meeting of shareholders to adjourn or to change the place or method through which shareholders may participate or terminate the meeting; (5) authorize the board to appoint, from time to time, one or more additional directors in a manner permitted by the Bank Act, for a term expiring not later than the close of the next annual meeting of shareholders of the bank; (6) document that board meetings may be conducted by virtual means, clarify the ability to provide notice to directors for board meetings by electronic means in accordance with the Bank Act and revise the notice to directors for board meetings to be at least 24 hours before the time fixed for such meeting; and (7) document that special meetings of the board may be conducted by virtual means and to clarify the ability to provide notice to directors for special meetings of the board by electronic means in accordance with the Bank Act.

The board

recommends you vote

for

the confirmation of the

administrative amendments

to By-law No. 1

The resolution to be presented for consideration by shareholders at the meeting is as follows:

“Resolved, that the following amendments to By-law No. 1 of the bank are confirmed:

1.   Section 2.01 of By-law No. 1 of the bank be amended as follows:

‘2.01 Annual and special meetings – The Board shall call an annual meeting of Shareholders to be held not later than 6 months after the end of each financial year unless such longer period is permitted under the Act, applicable laws and applicable stock exchange requirements. The Board may at any time call a special meeting of Shareholders.’

2.  Section 2.03 of By-law No.1 of the bank be amended as follows:

‘2.03 Quorum – At any meeting of Shareholders, at least two persons the holders, present in person or represented by proxyholders, of who, together, hold or represent by proxy, at least 25% of the outstanding shares of the Bank entitled to be voted at the meeting shall constitute a quorum for the transaction of business. However, where the provisions relating to a class or series of shares otherwise provide for the quorum for meetings of the holders thereof, such provisions shall apply to meetings of such Shareholders.’

3.  Section 2.06 of By-law No.1 of the bank be amended as follows:

‘2.06 Voting – Subject to the Act, vVoting at any meeting of Shareholders shall take place by show of hands except when, either before or after a show of hands, a ballot is required by the chair of the meeting or is requested by any person present and entitled to vote at the meeting. On a show of hands, each person present and entitled to vote at the meeting shall have one vote. On a ballot, each Shareholder present in person or represented by proxyholder at the meeting and entitled to vote thereat shall have one vote for each share entitled to be voted which the Shareholder owns. Any ballot shall be taken in such manner as the chair of the meeting directs. After a vote, a declaration by the chair of the meeting that the vote upon the matter has been carried or carried by a particular majority or not carried and an entry to that effect in the minutes of the meeting shall be prima facie evidence of the result of the vote.’

4.  By-law No. 1 of the bank be amended to include a new Section 2.08 as follows:

‘2.08 Adjournment and termination – The chair at any meeting of Shareholders or the Chair of the Board, may adjourn such meeting of Shareholders from time to time and change the place at which or facility through which Shareholders may participate and may terminate such meeting of Shareholders on completion of the business for which it was called as set out in the notice of meeting.’

5.  Section 3.03 of By-law No. 1 of the bank be amended as follows:

‘3.03 Filling vacancy and appointment of additional directors – Subject to the Act, a quorum of Directors may fill a vacancy among the Directors which exists for any reason. The Directors of the Bank may appoint one or more additional Directors, within the maximum number permitted by these By-laws, who shall hold office for a term expiring not later than the close of the next annual meeting of Shareholders of the Bank, but the total number of Directors so appointed may not exceed one-third of the number of Directors elected at the previous annual meeting of Shareholders of the Bank.’

6.  Section 3.05 of By-law No. 1 of the bank be amended as follows:

‘3.05 Meetings – Meetings of the Board shall be held at Toronto or at other places on days and at times determined from time to time by the Board and may be conducted by means of telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. nNotice thereof shall be sent by prepaid mail, by personal delivery or other means of electronic, transmitted or recorded communication or by telephone in accordance with the Act at least 24 hours one week before the time fixed for such date of the meeting to each Director at his/her their address or communication number last recorded with the Secretary.’

7.  Section 3.06 of By-law No. 1 of the bank be amended as follows:

‘3.06 Special meeting – The Chair of the Board, the Chief Executive Officer, the President or any three Directors may call a special meeting of the Board to be held at any place at any time he/she or they are of the opinion that the interests of the Bank require it and may be conducted by means of telephonic, electronic or other communication facility that permits all participants to communicate adequately with each other during the meeting. Notice of such special meeting shall be sent by prepaid mail, by personal delivery or other means of electronic, transmitted or recorded communication or by telephone in accordance with the Act at least 12 hours before the meeting to each Director at his/her their address or communication number last recorded with the Secretary.’

For the full text of our by-laws, including the amendments to be approved by our shareholders, please visit scotiabank.com/annualmeeting, the SEDAR+ website (www.sedarplus.ca) or the EDGAR section of the SEC’s website (www.sec.gov).

6. ADVISORY VOTE ON OUR APPROACH TO EXECUTIVE COMPENSATION

You can have a “say on pay” by participating in an advisory vote on our approach to executive compensation.

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 94.47% 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 2026 annual and special meeting of shareholders of the bank.

The board

recommends you vote

for

our approach to

executive compensation

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.

7. SHAREHOLDER PROPOSALS

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

The board

recommends you vote

AGAINST the proposals

The deadline for submitting proposals to be considered at next year’s annual meeting is November 19, 2026. Proposals should be sent to the Corporate Secretary of The Bank of Nova Scotia, 40 Temperance Street, Toronto, Ontario, Canada M5H 0B4 or corporate.secretary@scotiabank.com.

SHAREHOLDER APPROVAL

Each item being put to a vote requires the approval of a majority (50% plus one vote) of votes cast in person or by proxy at the meeting other than confirmation of an amendment to By-law No.1 regarding directors’ compensation, which requires approval of at least two-thirds of the votes cast by shareholders at the meeting. Directors are subject to our majority voting policy (see page 57).

You (or your proxyholder) can vote as you (or your proxyholder) wish on any other items of business properly brought before the meeting (or a reconvened meeting if there is an adjournment). As of the date of this circular, we are not aware of other matters that will be brought before the meeting.

Management does not contemplate that any nominated director will be unable to serve as a director. If, however, this does occur for any reason during or prior to the meeting, the individuals named in your proxy form or voting instruction form as your proxyholder can vote for another nominee at their discretion.

You are entitled to one vote per common share held on February 17, 2026, the record date.

Shares beneficially owned by the following entities and persons cannot be voted (except in

circumstances approved by the Minister of Finance):

Also, if a person, or an entity controlled by a person, beneficially owns shares that in total represent more than 20% of the eligible votes that may be cast, that person or entity may not vote any of the shares unless permitted by the Minister of Finance.

Our directors and officers are not aware of any person or entity who beneficially owns, directly or indirectly, or exercises control or direction over, more than 10% of any class of our outstanding shares, as of the record date.

HOW TO VOTE

You can vote in advance of the annual meeting or during the meeting, or you can appoint someone to attend the meeting and vote your shares for you (called voting by proxy). How you vote depends on whether you are a registered or a beneficial shareholder. 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. 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.

Outstanding
common shares

1,232,802,966 on
February 10, 2026,
the date of this circular

1,232,483,540 on
February 17, 2026,
the record date

Beneficial (non-registered) shareholders

Registered shareholders

Your intermediary has sent you a voting instruction form with this package. We may not have records of your shareholdings as a beneficial shareholder, so you must follow the instructions from your intermediary to vote.

We have sent you a proxy form with this package. A proxy is a document that can authorize someone else to attend the meeting and vote your shares for you.

Voting in advance of the annual meeting

Complete the voting instruction form and return it to your intermediary.

Your intermediary may also allow you to do this online or by telephone.

You can either mark your voting instructions on the voting instruction form or you can appoint another person (called a proxyholder) to attend the annual meeting and vote your shares for you.

To vote online, follow the instructions on the proxy form.

Alternatively, you may complete the paper proxy form and return it to Computershare.

You can either mark your voting instructions on the proxy form or you can appoint another person (called a proxyholder) to attend the annual meeting and vote your shares for you.

Voting at the annual meeting

Beneficial shareholders who have not duly appointed themselves as proxyholder will not be able to vote at the meeting in person or online. This is because we and Computershare do not have a record of the beneficial shareholders of the bank, and, as a result, will have no knowledge of your shareholdings or entitlement to vote unless you appoint yourself as proxyholder.

If you are a beneficial shareholder and wish to vote at the meeting, you MUST appoint yourself as proxyholder by inserting your own name in the space provided on the voting instruction form sent to you and you MUST follow all the applicable instructions by the deadline provided by your intermediary. See “Appointment of a third party as proxy” and “How to attend the meeting” below.

Registered shareholders may vote in person or online, as applicable, during the meeting, as further described below under “How to attend the meeting.”

Do not complete and return the proxy form in advance.

Beneficial shareholders

Registered shareholders

Returning the form

The voting instruction form tells you how to return it to your intermediary.

Remember that your intermediary must receive your voting instructions in sufficient time to act on them, generally one day before the proxy deadline below.

Computershare must receive your voting

instructions from your intermediary by no later than the proxy deadline, which is 9:00 a.m. (Eastern) on April 10, 2026.

The proxy form tells you how to submit your voting instructions.

Computershare must receive your proxy, including any amended proxy, by no later than the proxy deadline which is 9:00 a.m. (Eastern) on April 10, 2026.

You may return your proxy in one of the following ways:

Changing your vote

If you have provided voting instructions to your intermediary and change your mind about how you want to vote, or you decide to attend and vote at the annual meeting, contact your intermediary to find out what to do.

If your intermediary gives you the option of using the internet to provide your voting instructions, you can also use the internet to change your instructions, as long as your intermediary receives the new instructions in enough time to act on them before the proxy deadline. Contact your intermediary to confirm the deadline.

If you want to revoke your proxy, you must deliver a signed written notice specifying your instructions to one of the following:

The Bank of Nova Scotia Executive Offices

ATTN: Jaime Larry, Vice President, Bank Governance and Corporate Secretary

40 Temperance Street

Toronto, Ontario, Canada

M5H 0B4

Email: corporate.secretary@scotiabank.com

The Bank of Nova Scotia Head Office

ATTN: Nicola Ray Smith, Regional Senior Vice President

1709 Hollis Street

Halifax, Nova Scotia, Canada

B3J 1W1

You can also revoke your proxy in any other way permitted by law. You can change your voting instructions by voting again using the internet. Your voting instructions must be received by Computershare by the proxy deadline noted above, or by voting at the meeting.

If you have questions or need assistance voting, please contact Kingsdale Advisors at 1-855-476-7988 (toll-free in North America) or 1-416-623-2512 (call and text enabled outside North America) or email contactus@kingsdaleadvisors.com.

APPOINTMENT OF A THIRD PARTY AS PROXY

Your form of proxy or voting instruction form names Aaron W. Regent, Chair of the Board, or failing him, L. Scott Thomson, President and Chief Executive Officer, each a director of the bank, as your proxyholder. You may appoint anyone as your proxyholder to represent you at the meeting. Your proxyholder does not have to be a shareholder of the bank. Your proxyholder must attend the meeting and vote for you. Beneficial shareholders who wish to attend the meeting in person or online MUST appoint themselves as proxyholder.

We reserve the right to accept late proxies and to waive or extend the proxy deadline with or without notice but are under no obligation to accept or reject a late proxy.

Additional information for appointing a third party as proxy if attending the meeting online

Shareholders who wish to appoint someone other than the Scotiabank proxyholders as their proxyholder to attend and participate at the meeting online and vote their shares MUST submit their form of proxy or voting instruction form, as applicable, appointing that person as proxyholder AND register that proxyholder as described below. This includes beneficial shareholders who wish to appoint themselves as proxyholder to attend, participate in, or vote at the meeting. Registering your proxyholder is an additional step to be completed AFTER you have submitted your form of proxy or voting instruction form. Failure to register the proxyholder will result in the proxyholder not receiving a username that is required to vote online at the meeting.

Step 1: Submit your form of proxy or voting instruction form: To appoint someone other than the Scotiabank proxyholders as your proxyholder, insert that person’s name in the blank space provided in the form of proxy or voting instruction form (if permitted), and follow the instructions for submitting such form of proxy or voting instruction form. This must be completed before registering such proxyholder, which is an additional step to be completed once you have submitted your form of proxy or voting instruction form.

If you are a beneficial shareholder located outside of the United States and wish to vote online during the meeting, you MUST insert your own name in the space provided on the voting instruction form sent to you by your intermediary, follow all the applicable instructions provided by your intermediary, AND register yourself as your proxyholder, as described below. By doing so, you are instructing your intermediary to appoint you as proxyholder. It is important that you comply with the signature and return instructions provided by your intermediary. Please also see further instructions below under the heading “How to attend the meeting.”

If you are a beneficial shareholder located in the United States and wish to vote online during the meeting or, if permitted, appoint a third party as your proxyholder, in addition to the steps described below under “How to attend the meeting”, you MUST obtain a valid legal proxy from your intermediary. Follow the instructions from your intermediary included with the legal proxy form and the voting instruction form sent to you or contact your intermediary to request a legal proxy form or a legal proxy if you have not received one. After obtaining a valid legal proxy from your intermediary, you must then submit such legal proxy to Computershare. Requests for registration from beneficial shareholders located in the United States that wish to vote online at the meeting or, if permitted, appoint a third party as their proxyholder must be sent by email or by courier to: USLegalProxy@computershare.com (if by email), or Computershare, Attention: Proxy Dept., 14th Floor, 320 Bay Street, Toronto, ON M5H 4A6, Canada (if by courier), and in both cases, must be labeled “Legal Proxy” and received no later than the voting deadline of 9:00 a.m. (Eastern) on April 10, 2026.

Step 2: Register your proxyholder: To register a third-party proxyholder to attend the meeting online, shareholders must visit https://www.computershare.com/BNS by 9:00 a.m. (Eastern) on April 10, 2026 and provide Computershare with the required proxyholder contact information OR follow the instructions provided by your intermediary on your voting instruction form so that Computershare may provide the proxyholder with a username via email. Without a username, proxyholders will not be able to vote at the meeting but will be able to join as a guest.

Shareholders who wish to appoint a proxyholder to attend the meeting in person on their behalf are not required to complete this additional registration process.

HOW TO ATTEND THE MEETING

Scotiabank is holding the meeting in Toronto, Ontario and offering a simultaneous live webcast of the event. Shareholders and their proxyholders will be able to choose to attend the meeting either in person or online.

Attending in person

The meeting will take place at the Scotiabank Centre at Scotia Plaza, 40 King Street West, 2nd floor in Toronto. Only shareholders and duly-appointed proxyholders will be granted access to the in-person meeting. All other guests will be able to attend the meeting online as described below under ‘Attending online’. If you are attending the meeting in person, proof that you are a shareholder or a duly-appointed proxyholder will be verified at the registration table. Please visit scotiabank.com/annualmeeting in advance of the meeting for the most current information about attending the meeting in person.

Attending online

A simultaneous webcast of the meeting will also be offered to allow shareholders to attend the meeting online, vote their shares and submit questions.

To join the webcast, log in online at https://meetings.lumiconnect.com/400-006-109-753. You may log in up to one hour before the meeting starts.

If you are attending the meeting online, you must log in as a registered shareholder or duly-appointed proxyholder to vote and ask questions. If you log in as a guest, you will not be able to vote or ask questions online at the meeting.

Duly-appointed proxyholders

Registered shareholders

Control number/username

Computershare will provide the proxyholder with a username by email after the proxy voting deadline has passed if the proxyholder has been duly appointed AND registered as described previously in “Additional information for appointing a third party as proxy if attending the meeting online.”

The control number located on the form of proxy or in the email notification you received is your control number.

If you attend the annual meeting online, it is important that you are connected to the internet at all times during the meeting in order to vote at the designated times. It is your responsibility to ensure connectivity for the duration of the meeting. You should allow ample time to check into the annual meeting and complete the related procedures.

The Lumi platform is supported on Android, iOS, Chrome, Firefox, Edge and Safari. Internet Explorer is not supported. Internal network security protocols including firewalls and VPN connections may block access to the Lumi platform. If you are experiencing any difficulty connecting or watching the meeting, ensure your VPN setting is disabled or use a computer on a network not restricted to security settings of your organization. For further assistance, you may contact Lumi technical support at support-ca@lumiglobal.com.

For additional information about attending the meeting online, refer to our AGM user guide which will be available at scotiabank.com/annualmeeting. For general proxy matters or additional shareholder information and questions, contact Computershare at 1-877-982-8767 (toll-free) or (514) 982-7555 (international).

In the event of a technical malfunction or other significant problem that disrupts the live webcast of the meeting, the Chair of the meeting will continue the meeting in person, so long as a quorum of shareholders is represented at the meeting.

VOTING AT THE MEETING

Registered shareholders and duly-appointed proxyholders can vote at the appropriate times during the meeting if they have not done so in advance of the meeting. Please see “Voting at the annual meeting” set out in the chart in the preceding section “How to vote” for details on how to vote at the meeting.

SUBMITTING QUESTIONS AT THE MEETING

As in years past, the board and senior management will be available for questions from shareholders and duly-appointed proxyholders. As part of our ongoing stakeholder engagement, questions may be submitted in advance of the meeting by contacting the Corporate Secretary by email or mail at the contact information provided on the back cover of this circular. Questions submitted in advance must be received by 9:00 a.m. (Eastern) on April 13, 2026 to be included in the meeting.

Questions may also be asked by shareholders and duly-appointed proxyholders at the meeting. It is recommended that shareholders and duly-appointed proxyholders attending the meeting online submit their questions as soon as possible during the meeting so they can be addressed at the appropriate time. Shareholders and duly-appointed proxyholders attending the meeting in person will also have the opportunity to ask questions.

As this is a shareholders’ meeting, only shareholders and duly-appointed proxyholders may ask a question during the question period.

The board and senior management will answer questions relating to matters to be voted on before a vote is held on each matter, if applicable. General questions will be addressed at the end of the meeting during the question period.

To answer as many questions as possible, shareholders and duly-appointed proxyholders are asked to be brief and concise and to address only one topic per question. Questions dealing with similar topics or issues may be grouped, summarized, and addressed with one response.

Shareholders who have submitted proposals for the meeting will have the opportunity to present their proposals at the appropriate time during the meeting.

The Chair of the meeting reserves the right to refuse questions he deems irrelevant to the business of the meeting or otherwise inappropriate. The Chair has broad authority to conduct the meeting in a manner that is fair to all shareholders and may exercise discretion in the order in which questions are asked and the amount of time devoted to any one question. Any questions that cannot be answered during the meeting and that have been properly put before the annual meeting will be answered as soon as practical after the meeting and posted online at scotiabank.com/annualmeeting.

HOW YOUR PROXYHOLDER WILL VOTE

Your proxyholder must vote according to the instructions you provide on your proxy form or voting instruction form. For directors and the appointment of the auditor, you may either vote for or withhold. For the confirmations of the amendments to By-law No. 1, you may vote for or against. For the advisory resolution on our approach to executive compensation you may vote for or against. For shareholder proposals, you may vote for, against, or abstain. If you do not specify how you want to vote, your proxyholder can vote your shares as they wish. Your proxyholder will also decide how to vote on any amendment or variation to any item of business in the notice of meeting or any new matters that are properly brought before the meeting, or any postponement or adjournment.

If you properly complete and return your proxy form or voting instruction form, but do not appoint a different proxyholder and do not specify how you want to vote, Aaron Regent or Scott Thomson will vote for you as follows:

CONFIDENTIALITY

To keep voting confidential, Computershare counts all proxies. Computershare only discusses proxies with us when legally necessary, when a shareholder clearly intends to communicate with management, or when there is a proxy contest.

QUORUM

A minimum of 25% of all eligible votes must be represented at the meeting for it to take place.

VOTING RESULTS

We will post the voting results (including details about the percentage of support received for each item of business) on our website and file them with securities regulators after the meeting.

RECEIVING SHAREHOLDER MATERIALS BY EMAIL

Electronic delivery is an efficient environmentally responsible alternative that reduces the use of printed paper and the carbon footprint of the associated mail delivery process.

Shareholders are encouraged to sign up to receive shareholder materials by email, including this circular, as follows:

Once enrolled, you will receive your shareholder materials by email and will be able to vote online, including on your device by simply following the link in the email sent by your financial intermediary, provided your intermediary supports this service.

QUESTIONS?

If you have questions or need assistance, please contact:

This year 12 directors are proposed for election to our board. Each nominee was elected at the last annual meeting of shareholders on April 8, 2025, except Antonio Garza, who is standing for election as a new nominee. Don Callahan is not standing for re-election in 2026. The board would like to thank Mr. Callahan for his services and contributions to our bank.

Each director brings a range of skills, experience, and knowledge to the table. As a group, they have been selected based on their integrity, collective skills, and ability to contribute to the broad range of issues the board considers when overseeing our business and affairs. You can learn more about our expectations for directors and how the board functions beginning on page 28.

INDEPENDENCE

Having an independent board is one of the ways we make sure the board can operate independently of management and make decisions in the best interests of Scotiabank. Eleven of our twelve (92%) director nominees are independent and have never served as an executive of the bank. As the bank’s President and Chief Executive Officer (President and CEO), Scott Thomson is the only non-independent director.

DIVERSITY

Each director has a wealth of experience in leadership and strategy development. We believe that an important part of board effectiveness includes the unique perspectives of our directors resulting from the combination and diversity of their experience, perspectives, gender, gender identity or gender expression, age, sexual orientation, ethnicity, geographic background, and personal characteristics, along with membership within equity-deserving groups including Women, People of Colour, Indigenous Peoples, and People with Disabilities. Read about our board diversity policy on pages 53 to 54 and how our directors’ skills and experience are represented starting on page 17.

Key skills and experience          Language skills²

TENURE AND TERM LIMITS

Balancing the combination of longer-serving directors with newer directors allows the board to have the insight of experience while also being exposed to fresh perspectives. Our average board tenure, excluding Antonio Garza, who is not currently a director, is 7.1 years (you can read more about tenure and term limits on page 55).

¹  Diverse directors include those who identify as Women, People of Colour, Indigenous Peoples, People with Disabilities, and/or those who identify within the 2SLGBTQIA+ community. Five of the nominated directors identify as women and three identify as People of Colour.

²  Our skills matrix asks directors to identify language skills across 10 languages. Data reflects directors who have identified intermediate or fluent skills within the languages listed.

³  Mr. Garza, who is not currently a director, is excluded from the data in this chart.

Each director has provided information about the Scotiabank shares they own or over which they exercise control or direction. This information and the details about the director deferred share units (DDSUs) they hold are as of October 31, 2025. The value of common shares and DDSUs is calculated using $91.99 (the closing price of our common shares on the Toronto Stock Exchange (TSX) on October 31, 2025) for 2025 and $71.69 (the closing price of our common shares on the TSX on October 31, 2024) for 2024. For fiscal 2025, the equity ownership requirement is five times the equity portion of the annual retainer: $975,000 for directors and $1,750,000 for the Chair. Directors have five years from the date of their appointment to meet this requirement. The Independent Chair has five years from the date of their appointment as Chair to meet this requirement. The multiples in the profiles below are based on the ownership requirements in place each year, which are unchanged for fiscal 2024 and 2025.

The attendance figures reflect the number of board and committee meetings held in fiscal 2025 and each nominee’s attendance for the time they served as a director or committee member.

We have strengthened
our director equity
ownership requirements.
See page 27 for details.

Aaron W. Regent

Toronto, Ontario, Canada

Age 60 | Director since 2013

Independent

2025 votes for: 94.76%

Not eligible for

re-election in April 2028

Board

Audit and conduct review (Financial expert)

Corporate governance

Human capital and compensation

Risk

Technology¹

2025

2024

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

Nutrien Ltd. (2018 – present)

¹  Effective February 1, 2025, Mr. Regent was appointed a member of the technology committee.

Nora A. Aufreiter

Toronto, Ontario, Canada

Age 66 | Director since 2014

Independent

2025 votes for: 98.74%

Not eligible for

re-election in April 2030

Nora Aufreiter is a corporate director and a former senior partner of McKinsey and Company, an international consulting firm. Throughout her 27-year career at McKinsey, she held multiple leadership roles, including Managing Director of McKinsey’s Toronto office and leader of the North American Digital and Omni Channel service line, and was a member of the firm’s global personnel committees. She has worked extensively in Canada, the United States, and internationally, serving her clients in consumer-facing industries including retail, consumer and financial services, energy, and the public sector. Ms. Aufreiter holds a B.A. (Honours) in business administration from the Ivey Business School at the University of Western Ontario and an M.B.A. from Harvard Business School. In September 2024, Ms. Aufreiter earned a Certificate of Sustainability at the Stanford Doerr School of Sustainability. In 2011, she was recognized by the Women’s Executive Network as one of “Canada’s Most Powerful Women: Top 100.” In June 2018, Ms. Aufreiter was awarded an honorary Doctor of Laws, honoris causa (LLD) at the University of Western Ontario.

KEY SKILLS AND EXPERIENCE

Board

Risk

6 of 6 / 100%

common shares

and DDSUs

2025

2024

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

The Kroger Co. (2014 – present)

Guillermo E. Babatz

Mexico City, Mexico

Age 57 | Director since 2014

Independent

2025 votes for: 98.94%

Not eligible for

re-election in April 2029

Accounting and finance | Capital markets | Financial services | Public policy | Risk management

Board

Human capital and compensation

Risk¹

2025

2024

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

Fibra MTY, S.A.P.I. de C.V. (2015 – present)

¹  Effective April 8, 2025, Mr. Babatz ceased to be chair of the risk committee.

W. Dave Dowrich

Brooklyn, New York, U.S.A.

Age 58 | Director since 2022

Independent

2025 votes for: 99.60%

Not eligible for

re-election in April 2035

Dave Dowrich is Senior Executive Vice President and Chief Financial Officer of Teachers Insurance and Annuity Association of America (“TIAA”). In addition to the core finance responsibilities his remit also includes TIAA’s Enterprise Transformation, the investment strategy of the enterprise’s General Account, as well as TIAA Ventures, the strategic venture capital function of TIAA. Prior to joining TIAA in 2021, Mr. Dowrich served as CFO, International Businesses at Prudential Financial Inc., based in Tokyo, Japan. Prior to Prudential Financial, Mr. Dowrich held several executive positions with American International Group (“AIG”) from 2013 to 2020 in Japan and the U.S., including the role of Chief Financial Officer of AIG Japan and Asia Pacific. Previously, Mr. Dowrich held senior roles in investment banking at Goldman Sachs and Credit Suisse. He began his career as a pension consulting actuary in Toronto, Ontario. Mr. Dowrich has a B.Sc. in actuarial science and applied statistics from the University of Toronto and an M.B.A. in finance from the Wharton School of the University of Pennsylvania. He is a Fellow of the Society of Actuaries, an Associate of the Canadian Institute of Actuaries, and a Member of the American Academy of Actuaries.

Board

Corporate governance¹

Risk²

3 of 3 / 100%

3 of 3 / 100%

2025

2024

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

—

¹  Effective April 8, 2025, Mr. Dowrich was appointed a member of the corporate governance committee.

²  Effective April 8, 2025, Mr. Dowrich ceased to be a member of the risk committee.

Antonio Garza

Mexico City, Mexico

Age 66 | New nominee

Independent

Not eligible for

re-election in April 2038

Ambassador Antonio Garza (Ret.) is a corporate director and serves as Senior Advisor in the Mexico City office of White & Case LLP, a global law firm. He formerly served as the U.S. Ambassador to Mexico, Chairman of the Texas Railroad Commission, Texas’ 99th Secretary of State, and Cameron County Judge. Mr. Garza is an acknowledged expert on U.S.-Mexico relations and the business and political environments of both nations. He is a Trustee at Southern Methodist University and is Chairman of the university’s Committee on Legal and Governmental Affairs. Mr. Garza also serves as a Director to the George W. Bush Foundation and is Chairman of the Bush Presidential Center’s Advisory Council. Mr. Garza is a director to the Americas Society/Council of the Americas, American Chamber of Commerce in Mexico, a member of the Council on Foreign Relations (CFR) and COMEXI, the CFR’s Mexican counterpart. He is a past recipient of the Águila Azteca (Aztec Eagle), the highest honour bestowed on a foreign national by the Mexican government. Mr. Garza holds a B.B.A. from The University of Texas at Austin and a J.D. from Southern Methodist University School of Law and has been honoured as a distinguished alumnus at both institutions, as well as inducted into the McCombs School of Business Hall of Fame. Mr. Garza is a member of the State Bar of Texas and is admitted to practice before the United States Supreme Court.

Board

—

2025

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

social responsibility | Risk and sustainability

Americas Technology Acquisition Corp. (2020 – 2022)

¹  As of the date of this circular, Mr. Garza meets the requirement to hold at least 1,000 common shares in the bank.

²  If elected, Mr. Garza has until 2031 to meet his equity holding requirement.

³  Effective June 1, 2023, MoneyGram International ceased trading on the Nasdaq Stock Market as it was acquired and taken private.

⁴  Mr. Garza served as a director of Kansas City Southern from 2010 until the completion of the merger creating Canadian Pacific Kansas City Limited in April 2023.

Michael B. Medline

Toronto, Ontario, Canada

Age 62 | Director since 2023

Independent

2025 votes for: 98.98%

Not eligible for

re-election in April 2036

Michael Medline was appointed President & Chief Executive Officer of The Woodbridge Company Limited, a private investment holding company, in January 2026. Prior to this, Mr. Medline was President & Chief Executive Officer of Empire Company Limited (Empire) and Sobeys Inc., a role that he held from January 2017 until November 2025. In that role, he oversaw the implementation of Empire’s climate action plan and associated initiatives. Mr. Medline is a proven leader with a strong track record of success in Canadian retail. He has held senior retail leadership positions at Canadian Tire Corporation, including President & Chief Executive Officer. He began his career working with the Ontario Securities Commission, followed by two years practicing law with McCarthy Tétrault. He was Corporate Counsel for PepsiCo Canada before moving to Abitibi Consolidated Inc. where he held a variety of roles including Senior Vice President, Strategy and Corporate Development. Mr. Medline serves on the Board of Trustees for SickKids (and is the Chair of its Human Resources Committee), as Vice Chair on the Board of Governors for Huron University College at Western University, and as a trustee on the William & Mary Business School Foundation Board. He is past Chair of the Retail Council of Canada as well as the Grocery Foundation and was formerly on the Board of Governors for Canada’s Sports Hall of Fame, Board of Directors for SickKids Foundation, and The BlackNorth Initiative. Mr. Medline holds an M.B.A. from Raymond A. Mason School of Business, William & Mary; an LL.B. from the University of Toronto; and a B.A. from Huron University College at Western University.

Board

Corporate governance (Chair)¹

6 of 6 / 100%

2025

2024

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

Empire Company Limited (2017 – 2025)

¹  Effective April 8, 2025, Mr. Medline was appointed chair of the corporate governance committee.

Lynn K. Patterson

Toronto, Ontario, Canada

Age 64 | Director since 2020

Independent

2025 votes for: 98.10%

Not eligible for

re-election in April 2033

Lynn Patterson is a corporate director and served as Deputy Governor of the Bank of Canada (“BoC”) from May 2014 until her retirement from the BoC in July 2019. In this capacity, she was one of two deputy governors responsible for overseeing the BoC’s analysis and activities promoting a stable and efficient financial system. Prior to this, Ms. Patterson served as Special Adviser to the Governor and Senior Representative (Financial Markets) at the BoC’s Toronto Regional Office. Prior to joining the BoC, Ms. Patterson was President and Country Head for Bank of America Merrill Lynch Canada. Currently, she is a board member of Mastercard Foundation Asset Management Corporation, a not-for-profit organization. She is a recipient of the Diamond Jubilee Medal as a builder and innovator in Canada’s investment industry. Ms. Patterson received an honours degree in Business Administration from the University of Western Ontario and is a Chartered Financial Analyst.

Board

2025

2024

Change

OTHER PUBLIC COMPANY DIRECTORSHIPS

DURING THE PAST FIVE YEARS

—

¹  Effective April 8, 2025, Ms. Patterson was appointed chair of the risk committee.

Una M. Power

Vancouver, British Columbia, Canada

Age 61 | Director since 2016

Independent

2025 votes for: 97.72%

Not eligible for

re-election in April 2028

Una Power is a corporate director and the former Chief Financial Officer of Nexen Energy ULC, a formerly publicly-traded energy company. During her 24-year career with Nexen, Ms. Power held various executive positions with responsibility for financial and risk management, strategic planning and budgeting, business development, energy marketing and trading, information technology, and capital investment. Ms. Power holds a B.Comm. (Honours) from Memorial University and CPA, CA, and CFA designations. She has completed executive development programs at Wharton Business School and INSEAD.

Board

6 of 6 / 100%

common shares

and DDSUs

2025

2024