SEC Form F-4 filed by Bank Nova Scotia Halifax Pfd 3

As filed with the U.S. Securities and Exchange Commission on July 17, 2026

Registration No. 333-   

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM F-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

THE BANK OF NOVA SCOTIA

(Exact Name of Registrant as Specified in its Charter)

 

 

 

Canada		6029		13-4941099
(State or Other Jurisdiction of Incorporation or Organization)		(Primary Standard Industrial Classification Code Number)		(IRS Employer Identification Number)

40 Temperance Street

Toronto, Ontario

Canada, M5H 0B4

(416) 866-3672

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

 

 

The Bank of Nova Scotia

250 Vesey Street

New York, New York, U.S.A. 10281

(212) 225-5000

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 

 

Copies to:

Stephen M. Salley

Sullivan & Cromwell LLP

125 Broad Street

New York, New York 10004

(212) 558-4000

 

 

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement is declared effective and upon completion of the merger described herein.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box: ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer		☒		Accelerated filer		☐
Non-accelerated filer		☐		Smaller reporting company		☐
				Emerging Growth Company		☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

 

 

ADDITIONAL INFORMATION

As permitted by the rules of the U.S. Securities and Exchange Commission (the “SEC”), this prospectus incorporates important business and financial information about BNS from other documents that are not included in or delivered with this prospectus. This information is available to you without charge upon your written or oral request. You can obtain the documents incorporated by reference in this prospectus through the SEC website at http://www.sec.gov.

Copies of documents filed by BNS with the SEC are available at the investor relations page of BNS’s website, https://www.scotiabank.com/ca/en/about/investors-shareholders/annual-reports.html, and are also available to you free of charge upon your request in writing or by telephone to BNS at the address and telephone number below.

The Bank of Nova Scotia

40 Temperance Street

Toronto, Ontario, Canada M5H 0B4

Attn: Corporate Secretary

(416) 866-3672

You will not be charged for any of these documents that you request. If you would like to request documents, please do so by [    ], 2026 (five business days prior to the earliest date on which corporate action could be taken pursuant to written consent).

See the section of the accompanying prospectus entitled “Where You Can Find More Information” for further information. The contents of the websites of the SEC and BNS are not being incorporated into this prospectus. This information about how you can obtain certain documents that are being incorporated by reference into this prospectus at these websites is being provided only for your convenience.

CURRENCY EXCHANGE RATE DATA

Unless otherwise specified, currency amounts referenced in this prospectus are in U.S. dollars. References to “$” or “US$” are to U.S. dollars and references to “C$” are to Canadian dollars.

The following table shows, for the years and dates indicated, certain information regarding the Canadian dollar/U.S. dollar exchange rate.

The information is based on the exchange rate as reported by the Bank of Canada. Such exchange rate on July 16, 2026 was C$1.4038 = US$1.00.

 

Year ended December 31, (C$ per US$)		Period End				Average				Low				High
2025			1.3706				1.3978				1.3558				1.4603
2024			1.3226				1.3698				1.3316				1.4416
2023			1.3544				1.3497				1.3128				1.3875
2022			1.2678				1.3011				1.2451				1.2942
2021			1.2732				1.2535				1.2040				1.4496
2020			1.2988				1.3415				1.2718				1.3600

 

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Month ended (C$ per US$)		Low				High
July 1 through 16, 2026			1.4038				1.4219
June 2026			1.3905				1.4210
May 2026			1.3587				1.3924
April 2026			1.3615				1.3874
March 2026			1.3598				1.3858
February 2026			1.3513				1.3797
January 2026			1.3585				1.3889
December 2025			1.3757				1.3970
November 2025			1.3863				1.4126
October 2025			1.3722				1.3940
September 2025			1.3558				1.3812
August 2025			1.3742				1.3897
July 2025			1.3609				1.3844

 

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TABLE OF CONTENTS

 

		Page
ADDITIONAL INFORMATION			i
FREQUENTLY USED TERMS			1
SUMMARY			5
RISK FACTORS			13
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS			19
MARKET PRICE AND DIVIDEND INFORMATION			21
SHAREHOLDER CONSENT SOLICITATION BY MAPLE BOARD OF DIRECTORS			22
INFORMATION ABOUT THE COMPANIES			25
THE MERGER			28
THE MERGER AGREEMENT			55
SHAREHOLDER SUPPORT AGREEMENTS			68
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER			70
MATERIAL CANADIAN FEDERAL TAX CONSIDERATIONS			75
DESCRIPTION OF BNS COMMON SHARES			77
COMPARISON OF SHAREHOLDERS’ RIGHTS			79
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF THE COMPANIES			108
BNS MARKET ACTIVITIES INVOLVING BNS COMMON SHARES			111
VALIDITY OF BNS COMMON SHARES			112
EXPERTS			113
ENFORCEMENT OF CIVIL LIABILITIES			114
WHERE YOU CAN FIND MORE INFORMATION			115
ANNEX A AGREEMENT AND PLAN OF MERGER			A-1
ANNEX B OPINION OF STEPHENS INC.			B-1
ANNEX C PROVISIONS OF CHAPTER 10, SUBCHAPTER H OF THE TBOC			C-1
ANNEX D FORM OF SUPPORT AGREEMENT			D-1

 

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FREQUENTLY USED TERMS

Certain terms that are defined in and frequently used throughout this prospectus may be helpful for you to have in mind at the outset. Unless otherwise specified or if the context so requires, the following terms have the meanings set forth below for purposes of this prospectus:

“BHC Act” means the Bank Holding Company Act of 1956 (as amended).

“BNS” means The Bank of Nova Scotia, a chartered Schedule I bank under the Bank Act (Canada).

“BNS Common Shares” means common shares, without nominal or par value, of BNS.

“BNS Proposal” means the preliminary non-binding proposal submitted by BNS to Stephens on April 14, 2026, to pursue a transaction whereby BNS or its affiliate would acquire Maple and MapleMark Bank.

“Burdensome Regulatory Condition” means each of the results or effects described in the Merger Agreement relating to governmental approvals that would reasonably be expected to (i) have a material adverse effect on BNS or any of its affiliates (including, after the closing of the Merger, Maple), (ii) result in any material adverse change or effect on, or materially restrict or limit, BNS’s or any of its affiliates’ ability to conduct any activities or operations (including any (A) material divestiture requirements or restrictions on BNS’s or any of its subsidiaries’ current or future business or (B) requirement to enter into or assume, directly or indirectly, any material enforcement action or any other material agreement with any governmental entity) (in each case of the foregoing clauses (i) and (ii), with materiality measured on a scale relative to the size of Maple and its subsidiaries, taken as a whole) or (iii) result in a loss, diminution or suspension of BNS’s ability to exercise any of the powers of a financial holding company.

“Closing” means the closing with respect to the transactions contemplated by the Merger Agreement.

“Closing Equity Capital” means an amount equal to the adjusted tangible equity capital of Maple and its subsidiaries on a consolidated basis as of the close of business on the business day immediately preceding the closing date of the Merger, as calculated in accordance with the Merger Agreement.

“Closing Date” means the first day of the month immediately following the satisfaction or waiver of all conditions set forth in the Merger Agreement (excluding any such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or such other time and date as BNS and Maple may agree in writing.

“Closing Price” means the average of the daily volume-weighted average trading price per BNS Common Share for the 10-day period in which both the Canadian and U.S. markets are open for trading ending on the last such day immediately preceding the closing date of the Merger.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company A” means the financial holding company for a mid-size regional bank that submitted a non-binding indication of interest to acquire Maple.

“Company A Indication of Interest” means the non-binding indication of interest received from Company A on March 25, 2026, providing for the acquisition of Maple by merger with Company A in which the consideration was 100% shares of Company A stock at a fixed exchange ratio.

“Consent Record Date” means [    ].

“Convention” means the Canada-U.S. Income Tax Convention (1980).

 

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“CRA” means the Community Reinvestment Act.

“Effective Time” means the effective time of the Merger.

“Equity Plan” means Maple’s 2017 Equity Incentive Plan (as amended or restated from time to time).

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“Exchange Agent” means the bank or trust company designated by BNS to facilitate the exchange of Maple shares for the Merger Consideration.

“Expiration Time” means the date of termination of the Merger Agreement.

“FATCA” means the Foreign Account Tax Compliance Act (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith).

“Federal Reserve” means the Board of Governors of the Federal Reserve System.

“GAAP” means U.S. generally accepted accounting principles.

“Holder” means a holder who acquires, as beneficial owner, BNS Common Shares in exchange for Maple Common Stock and Maple Preferred Stock pursuant to the Merger Agreement, and who, at all relevant times, for purposes of the application of the Tax Act, (i) is not, and is not deemed to be, resident in Canada; (ii) deals at arm’s-length with BNS; (iii) is not affiliated with BNS; and (iv) does not use or hold the BNS Common Shares in a business carried on in Canada.

“IFRS” means International Financial Reporting Standards.

“In-the-Money Maple Option” means each option to purchase shares of Maple Common Stock, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time and has a per share exercise price that is less than the Per Share Consideration Amount.

“Indemnifiable Person” means a director or officer, a former director or officer, or another individual who acts or acted at BNS’s request as a director or officer, or an individual acting in a similar capacity, of another entity.

“Investment Bank A” means the investment banking firm that facilitated initial discussions between Maple and Company A regarding a potential strategic business combination transaction.

“IRS” means the Internal Revenue Service.

“Maple” means Maple Financial Holdings, Inc., a Texas corporation.

“Maple Board Recommendation” means the Maple board of directors’ unanimous recommendation to Maple shareholders that they approve the Merger Agreement.

“Maple Common Stock” means, collectively, the Maple Voting Common Stock and the Maple Non-Voting Common Stock.

“Maple Disclosure Letter” means the confidential disclosure letter that Maple delivered in connection with the Merger Agreement.

 

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“Maple ESPP” means Maple’s Employee Stock Purchase Plan (as amended or restated from time to time).

“Maple Merger Proposal” means the proposal by the Maple board of directors to the Maple shareholders to approve the Merger Agreement and the transactions contemplated thereby, including the Merger.

“Maple Non-Voting Common Stock” means non-voting common stock, par value $0.01 per share, of Maple.

“Maple Preferred Stock” means Series A Nonvoting Convertible Preferred Stock, par value $0.01 per share, of Maple.

“Maple Preferred Stock Liquidation Preference” means an amount equal to the greater of (i) one cent ($0.01) per share and (ii) (A) any authorized and declared but unpaid dividends with respect to such share of Maple Preferred Stock at the time of such liquidation, dissolution or winding up and (B) the amount the holder of such share of Maple Preferred Stock would receive in respect of such share if such share had been converted into Maple Common Stock at the then applicable conversion rate at the time of such liquidation, dissolution or winding up (assuming the conversion of all shares of Maple Preferred Stock at such time, without regard to any limitations on conversion).

“Maple Voting Common Stock” means voting common stock, par value $0.01 per share, of Maple.

“Maple Voting Stock” means, collectively, the Maple Voting Common Stock and the Maple Preferred Stock.

“Merger” means the merger of Merger Sub with and into Maple, with Maple surviving the Merger as a wholly owned subsidiary of BNS.

“Merger Agreement” means the Agreement and Plan of Merger, dated May 28, 2026, by and among BNS, Merger Sub, Maple and Anthony B. Davis, solely in his capacity as the shareholder representative.

“Merger Consideration” means the number of BNS Common Shares equal to the quotient, rounded to the nearest one-thousandth, of the Per Share Consideration Amount divided by the Closing Price, which each eligible Maple stock will be converted into the right to receive in accordance with the Merger Agreement.

“Merger Sub” means Cypress Merger Sub, Inc., a Texas corporation and wholly owned merger subsidiary of BNS.

“MI 61-101” means Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions of the Canadian Securities Administrators.

“Minister” means the Minister of Finance (Canada).

“MJDS” means the multi-jurisdictional disclosure system.

“NRF” means Norton Rose Fulbright US LLP, legal counsel to Maple.

“NVCC” means non-viability contingent capital.

“NYSE” means the New York Stock Exchange.

“Opinion Letter” means the written opinion letter of Stephens attached as Annex B to this prospectus.

“OSFI” or “Superintendent” means the Office of the Superintendent of Financial Institutions.

 

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“Per Share Consideration Amount” means the amount calculated by dividing (i) the sum of $25 million and the Closing Equity Capital by (ii) the aggregate number of shares of Maple Common Stock, shares of Maple Preferred Stock, shares of Maple Common Stock subject to outstanding Maple options and shares of Maple Common Stock subject to outstanding Maple warrants, in each case outstanding immediately prior to the closing of the Merger.

“PFIC” means a passive foreign investment company for U.S. federal income tax purposes.

“Proposed Amendments” means all specific proposals to amend the Tax Act and the regulations thereunder publicly announced by or on behalf of the Minister prior to the date of this prospectus.

“Recommendation Change” means (A) withholding, withdrawing, modifying or qualifying in a manner adverse to BNS the Maple Board Recommendation, (B) failing to make the Maple Board Recommendation, (C) adopting, approving, recommending or endorsing an acquisition proposal or publicly announcing an intention to do so, (D) failing to publicly and without qualification (x) recommend against any acquisition proposal or (y) reaffirm the Maple Board Recommendation within 10 days (or such fewer number of days as remains prior to the Maple shareholders’ meeting) after an acquisition proposal is made public or any request by BNS to do so or (E) publicly proposing to do any of the foregoing.

“Requisite Maple Shareholder Approval” means the approval of the Maple Merger Proposal by affirmative vote of or consent by execution and delivery to Maple of one or more written consents by (i) the holders of at least two-thirds of the outstanding shares of Maple Voting Common Stock entitled to vote thereon and (ii) the holders of at least two-thirds of the outstanding shares of Maple Preferred Stock entitled to vote thereon, each voting as a separate class.

“S&C” means Sullivan & Cromwell LLP, legal counsel to BNS.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the Securities Act of 1933, as amended.

“SEDAR+” means the successor system to the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval, the website of which is accessible at www.sedarplus.ca, and any further successor of the Canadian Securities Administrators for the transmission, receipt, acceptance, review and dissemination of documents filed in electronic format.

“SERPs” mean the Supplemental Executive Retirement Plan, adopted by MapleMark Bank as of April 19, 2018, and the Supplemental Executive Retirement Plan, adopted by MapleMark Bank as of February 17, 2022.

“Shareholder Support Agreements” mean the support agreements entered into by certain shareholders of Maple concurrently with the execution of the Merger Agreement.

“Stephens” means Stephens Inc., Maple’s financial advisor.

“Tax Act” means the Income Tax Act (Canada).

“TBOC” means the Texas Business Organizations Code.

“TDOB” means the Texas Department of Banking.

“Treaty” means the income tax treaty between the United States and Canada.

“TSX” means the Toronto Stock Exchange.

 

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RISK FACTORS

An investment by Maple shareholders in BNS Common Shares as a result of the exchange of shares of Maple Common Stock for BNS Common Shares in the Merger involves certain risks. Certain material risks and uncertainties connected with the Merger Agreement and transactions contemplated thereby, and ownership of BNS Common Shares are discussed below. In addition, BNS discusses certain other material risks connected with the ownership of BNS Common Shares and with BNS’s business, under the caption “Risk Factors” appearing in BNS’s Annual Report on Form 40-F most recently filed with the SEC and may include additional or updated disclosures of such material risks in its subsequent Current Reports on Form 6-K that BNS has filed with the SEC or may file with the SEC after the date of this prospectus, each of which reports is or will be incorporated by reference in this prospectus.

Maple shareholders should carefully read and consider all of these risks and all other information contained in this prospectus, including the discussions of risk factors included in the documents incorporated by reference in this prospectus. Maple shareholders should consider such risk factors in deciding whether to consent to the Merger. The risks described in this prospectus and in those documents incorporated by reference may adversely affect the value of BNS Common Shares that you, an existing Maple shareholder, will hold upon consummation of the Merger, and could result in a significant decline in the value of BNS Common Shares and cause Maple shareholders to lose all or part of the value of their respective investments in BNS Common Shares.

Because the market price of BNS Common Shares will fluctuate, Maple shareholders cannot be certain of the market value of the Merger Consideration they will receive.

The Merger Consideration to be received by Maple shareholders in the Merger will be comprised of a number of BNS Common Shares (plus cash in lieu of any fractional BNS Common Shares) determined in accordance with the Merger Agreement. The market value of the Merger Consideration will fluctuate with the market price of BNS Common Shares and will not be known at the time Maple shareholders approve the Merger Agreement. The value of the Merger Consideration that Maple shareholders will receive for each share of Maple Common Stock or Maple Preferred Stock will depend, among other factors, on the Closing Price. The Closing Price may vary from the closing price of BNS Common Shares on the date BNS and Maple announced the Merger, on the date of this prospectus or on any other date. Changes in the price of BNS Common Shares between now and the 10th trading day immediately prior to the closing of the Merger will affect the value that Maple shareholders will receive in the Merger. Neither BNS nor Maple is permitted to terminate the Merger Agreement as a result of any increase or decrease in the market price of BNS Common Shares.

Stock price changes may result from a variety of factors, including general market and economic conditions, changes in BNS’s or Maple’s respective businesses, operations, financial performance or prospects, volatility in the prices of securities in global financial markets, including market prices of BNS Common Shares and securities of other banking companies, currency exchange rate fluctuations, regulatory considerations and tax laws, many of which are beyond BNS’s control. Therefore, at the time they approve the Merger, Maple shareholders will not know the market value of the Merger Consideration that Maple shareholders will receive in the Merger. Maple shareholders should obtain current market quotations for BNS Common Shares (and the U.S. dollar/Canadian dollar exchange rate).

There has been no public market for Maple Common Stock or Maple Preferred Stock and the absence of a public market may make it more difficult to determine the fair value of Maple Common Stock and Maple Preferred Stock than if there were such a public market.

The outstanding shares of Maple Common Stock and Maple Preferred Stock are privately held and are not traded on any public market. The absence of a public market may make it more difficult to determine the fair value of Maple than if the outstanding shares of Maple Common Stock and Maple Preferred Stock were traded publicly. The Merger Consideration to be paid to Maple shareholders in the Merger was determined based on negotiations between the parties and likewise may not be indicative of the price at which the outstanding shares of Maple Common Stock and Maple Preferred Stock may have traded on a public market.

 

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Combining BNS and Maple may be more difficult, costly or time-consuming than expected, and the anticipated benefits and cost savings of the Merger may not be realized.

BNS and Maple have operated and, until the completion of the Merger, will continue to operate, independently. The success of the Merger, including anticipated benefits and cost savings, will depend, in part, on BNS’s and Maple’s ability to successfully combine and integrate the businesses of BNS and Maple in a manner that permits growth opportunities and does not materially disrupt existing customer relations or result in decreased revenues due to loss of customers. It is possible that the integration process could result in the loss of key employees, the disruption of either company’s ongoing businesses or inconsistencies in standards, controls, procedures and policies that adversely affect the combined company’s ability to maintain relationships with customers, depositors or employees or to achieve the anticipated benefits and cost savings of the Merger on the anticipated time scale or at all, which could have an adverse effect on BNS’s financial results and the value of BNS Common Shares after the Merger. In addition, BNS may not be able to locate suitable replacements for any key Maple employees who leave the combined company. Integration efforts between the two companies may also divert management attention and resources. These integration matters could have an adverse effect on each of BNS and Maple during this transition period and for an undetermined period after completion of the Merger on the combined company.

Regulatory approvals may not be received, may take longer than expected or may impose conditions that are not presently anticipated or that could have an adverse effect on the combined company following the Merger.

Before the Merger may be completed, BNS and Maple must obtain all necessary approvals or waivers from OSFI, the Federal Reserve and the TDOB. Other approvals, waivers or consents from regulators could also be required. In determining whether to grant these approvals, the regulators consider a variety of factors, including the regulatory standing of each party and the factors described under “The Merger—Regulatory Approvals Required for the Merger.” An adverse development in either party’s regulatory standing or these factors could result in an inability to obtain approval or delay their receipt. These regulators may impose conditions on the completion of the Merger or require changes to the terms of the Merger. Such conditions or changes could have the effect of delaying or preventing completion of the Merger or imposing additional costs on or limiting the revenues of the combined company following the Merger, any of which might have an adverse effect on the combined company following the Merger.

Additionally, under the terms of the Merger Agreement, neither BNS nor any of its subsidiaries is required to take actions, commit to take actions or agree to any condition or restriction in connection with obtaining consents, approvals and authorizations of governmental entities that would reasonably be expected to (i) have a material adverse effect on BNS or any of its affiliates (including, after the closing of the Merger, Maple), (ii) result in any material adverse change or effect on, or materially restrict or limit, BNS’s or any of its affiliates’ ability to conduct any activities or operations (including any (A) material divestiture requirements or restrictions on BNS’s or any of its subsidiaries’ current or future business or (B) requirement to enter into or assume, directly or indirectly, any material enforcement action or any other material agreement with any governmental entity) (in each case of the foregoing clauses (i) and (ii), with materiality measured on a scale relative to the size of Maple and its subsidiaries, taken as a whole) or (iii) result in a loss, diminution or suspension of BNS’s ability to exercise any of the powers of a financial holding company (each of the results or effects described above, a “Burdensome Regulatory Condition”). For further information, see “The Merger—Regulatory Approvals Required for the Merger.”

Certain of Maple’s directors and executive officers have interests in the Merger that may differ from the interests of Maple shareholders.

Maple shareholders should be aware that some of Maple’s directors and executive officers have interests in the Merger that may be different from, or in addition to, the interests of the other Maple shareholders generally.

 

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These interests and arrangements may create potential conflicts of interest. The Maple board of directors was aware of these interests and considered these interests, among other matters, when making its decision to approve the Merger Agreement and in recommending that Maple shareholders vote in favor of approving the Merger Agreement and the Merger.

For a more complete description of these interests, see the section of this prospectus entitled “The Merger—Interests of Maple’s Directors and Executive Officers in the Merger.”

Termination of the Merger Agreement could negatively impact Maple.

If the Merger Agreement is terminated, there may be various adverse consequences, and Maple may experience negative reactions from its customers and employees. If the Merger Agreement is terminated under certain circumstances, Maple may be required to pay BNS liquidated damages of $6,500,000.

BNS and Maple will be subject to business uncertainties and contractual restrictions while the Merger is pending, which could disrupt BNS’s and Maple’s relationships with their customers, suppliers, business partners and others, as well as their operating results and business generally.

Whether or not the Merger is ultimately consummated, uncertainty about the effect of the Merger on employees and customers may have an adverse effect on BNS and Maple and, consequently, the combined company. These uncertainties may impair BNS’s and Maple’s ability to attract, retain and motivate key personnel until the Merger is completed, and could cause customers and others that deal with BNS or Maple to seek to change existing business relationships with BNS or Maple, respectively. In addition, subject to certain exceptions, Maple has agreed to operate its business in the ordinary course in all material respects and use reasonable best efforts to maintain and preserve its business organization, employees and advantageous business relationships prior to the closing of the Merger. See the section of this prospectus entitled “The Merger Agreement—Covenants and Agreements” for a description of the restrictive covenants applicable to Maple.

The BNS Common Shares to be received by Maple shareholders as a result of the Merger will have different rights from the shares of Maple Common Stock and Maple Preferred Stock.

In the Merger, Maple shareholders will become BNS shareholders and their rights as BNS shareholders will be governed by Canadian law and the Bank Act (Canada), which is BNS’s charter and the BNS bylaws following the Merger. The rights associated with BNS Common Shares are in some respects materially different from the rights associated with Maple Common Stock and Maple Preferred Stock. See the section of this prospectus entitled “Comparison of Shareholders’ Rights” for a discussion of the different rights associated with BNS Common Shares.

BNS and Maple are expected to incur significant costs related to the Merger and integration. If the Merger is not completed, BNS and Maple will have incurred substantial expenses without realizing the expected benefits of the Merger.

Each of BNS and Maple has incurred and will incur substantial expenses in connection with the negotiation and completion of the Merger. These costs include legal, financial advisory, tax, accounting, consulting and other advisory fees, severance/employee benefit-related costs, filing fees and other regulatory fees, printing costs and other related costs. Some of these costs are payable by either BNS or Maple regardless of whether or not the Merger is completed. If the Merger is not completed, BNS and Maple would have to recognize these expenses without realizing the expected benefits of the Merger.

 

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The Merger Agreement limits Maple’s ability to pursue alternative acquisition proposals and requires Maple to pay liquidated damages of $6,500,000 under certain circumstances, including circumstances relating to other acquisition proposals.

The Merger Agreement prohibits Maple from initiating or soliciting certain alternative third-party acquisition proposals. For further information, see the section of this prospectus entitled “The Merger Agreement—Agreement Not to Solicit Other Offers.” The Merger Agreement also provides that Maple will be required to pay liquidated damages to BNS in the amount of $6,500,000 if the Merger Agreement is terminated under certain circumstances, including an adverse recommendation change by the Maple board of directors. For further information, see the section of this prospectus entitled “The Merger Agreement—Effect of Termination.” These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of Maple from considering or proposing such an acquisition.

If the Merger fails to qualify as a non-recognition transaction, a U.S. holder of Maple Common Stock may be required to pay U.S. federal income taxes on the conversion of their shares of Maple Common Stock into shares of BNS Common Shares pursuant to the Merger.

The Merger is intended to qualify as a “reorganization” and a non-recognition transaction for U.S. federal income tax purposes. None of BNS, Maple or Merger Sub has sought or will seek any ruling from the IRS regarding any matters relating to the Merger. If the Merger does not qualify as a reorganization (and is otherwise treated as a recognition event) for U.S. federal income tax purposes, the conversion of shares of Maple Common Stock into BNS Common Shares in the Merger will generally be treated as a fully taxable transaction for such purposes and U.S. holders will generally recognize gain or loss on the conversion of the shares of Maple Common Stock into BNS Common Shares pursuant to the Merger. Moreover, a U.S. holder’s tax basis in the BNS Common Shares will be equal to the fair market value of the BNS Common Shares at the time of the Merger. If the Merger qualifies as a reorganization but non-recognition treatment does not apply, holders of Maple Common Stock may be required to recognize gain, but not loss, on their exchange of Maple Common Stock for BNS Common Shares in the Merger. You are urged to consult with your own tax advisor regarding the proper reporting of the amount and timing of such gain or loss. See “Material U.S. Federal Income Tax Consequences of the Merger—Treatment of the Merger.”

Maple shareholders will have a reduced ownership and voting interest in the combined company after the Merger and will exercise less influence over management, as compared to their ownership and voting interests in Maple.

Upon completion of the Merger, each Maple shareholder who receives BNS Common Shares will become a BNS shareholder and will have the right to vote in the election of directors and on other matters, but with a percentage ownership of BNS that is smaller than such shareholder’s current percentage ownership of Maple. Based on the number of shares of Maple Common Stock outstanding on May 28, 2026, the date of the Merger Agreement, and the BNS Common Shares expected to be issued in connection with the Merger, Maple shareholders as a group will receive BNS Common Shares in the Merger constituting approximately 0.1% of outstanding BNS Common Shares immediately after the Merger has been completed, as of July 16, 2026. Because of this, Maple shareholders may have less influence on the management and policies of BNS than they now have on the management and policies of Maple.

BNS and Maple may be targets of class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Merger from being completed.

Class action lawsuits and derivative lawsuits are often brought against companies that have entered into merger agreements. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting consummation of the Merger, then that injunction may delay or prevent the Merger from being completed.

 

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The fairness opinion received by the Maple board of directors from Stephens has not been, and is not expected to be, updated to reflect any changes in circumstances that may have occurred since the date of such opinion.

The fairness opinion of Stephens Inc. (“Stephens”) was rendered to the Maple board of directors on May 28, 2026. Changes in the operations and prospects of Maple and general market and economic conditions and other factors which may be beyond the control of Maple may have altered the value of Maple and/or the value of the Merger Consideration, taken in the aggregate, pursuant to the Merger Agreement. The opinion from Stephens, dated May 28, 2026, and attached to this prospectus as Annex B, does not speak as of any date other than the date of such opinion.

Resales of BNS Common Shares following the Merger, or the perception that such sales may occur, may cause the market value of BNS Common Shares to decline.

BNS expects to issue up to approximately [    ] BNS Common Shares at the Effective Time in connection with the Merger. The issuance of these new BNS Common Shares could have the effect of depressing the market value for BNS Common Shares. The increase in the number of BNS Common Shares outstanding may lead to sales of such BNS Common Shares or the perception that such sales may occur, either of which may adversely affect the market for, and the market value of, BNS Common Shares.

Because the value of Maple’s and its subsidiaries tangible equity capital (as adjusted pursuant to the terms of the Merger Agreement) will fluctuate, holders of Maple Common Stock and Maple Preferred Stock cannot be sure of the value of the Merger Consideration they will receive.

The Merger Consideration to be received by Maple shareholders in the Merger will be comprised of a number of BNS Common Shares (plus cash in lieu of any fractional BNS Common Shares) determined in accordance with the Merger Agreement. The value of the Merger Consideration that Maple shareholders will receive for each share of Maple Common Stock or Maple Preferred Stock will depend, among other factors, on Maple’s Closing Equity Capital (as defined below), which will be based on Maple’s and its subsidiaries tangible equity capital on the calculation date, subject to certain adjustments set forth in the Merger Agreement and discussed below. Any change in Maple’s or its subsidiaries adjusted tangible equity capital prior to completion of the Merger will affect the value that Maple shareholders will receive in the Merger.

Risks Relating to BNS’s Business.

BNS faces risks in operating its business including risks that may prevent BNS from achieving its business objectives or that may adversely affect BNS’s results of operations or financial condition. These risks are described in detail in BNS’s Annual Report on Form 40-F for the fiscal year ended October 31, 2025, which is incorporated by reference into this prospectus. See the section of this prospectus entitled “Where You Can Find More Information.”

There may be less publicly available information concerning BNS than there is for issuers that are not foreign private issuers because, as a foreign private issuer, BNS is exempt from a number of rules under the U.S. Securities Exchange Act of 1934 and is permitted to file less information with the SEC than issuers that are not foreign private issuers and BNS, as a foreign private issuer, is permitted to follow home country practice in lieu of the listing requirements of NYSE, subject to certain exceptions.

For so long as BNS remains a foreign private issuer under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”), BNS is exempt from certain rules under the Exchange Act. BNS is not required to file periodic reports and financial statements with the SEC as frequently or as promptly as companies whose securities are registered under the Exchange Act but are not foreign private issuers, or to comply with Regulation FD, which restricts the selective disclosure of material non-public information. As a foreign private issuer, BNS

 

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is also not required to prepare its financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”). In addition, BNS is exempt from certain disclosure and procedural requirements applicable to proxy solicitations under Section 14 of the Exchange Act. The members of the BNS board, officers and principal shareholders are exempt from the reporting and “short-swing” profit recovery provisions of Section 16 of the Exchange Act. Accordingly, the publicly available information concerning BNS might differ from information that is publicly available for companies whose securities are registered under the Exchange Act but are not foreign private issuers, and such information may not be provided as promptly as it is provided by such companies. In addition, certain information may be provided by BNS in accordance with Canadian law, which may differ in substance or timing from such disclosure requirements under the Exchange Act. For example, disclosure with respect to BNS annual meetings of shareholders will be governed by Canadian law. Further, as a foreign private issuer, BNS is subject to different corporate governance requirements under the NYSE rules. Subject to certain exceptions, the rules of NYSE permit a foreign private issuer to follow its home country practice in lieu of the listing requirements of NYSE, including, for example, board, committee and director independence requirements. BNS is required to disclose any significant ways in which its corporate governance practices differ from those followed by U.S. domestic companies under NYSE listing standards in its annual report filed with the SEC or on its website. Accordingly, BNS shareholders may not have the same protections under the NYSE rules as those that are afforded to shareholders of companies that are required to comply with all of the NYSE corporate governance requirements.

BNS is chartered under the laws of Canada and a substantial portion of its assets are, and many of its directors and officers reside, outside of the United States. As a result, it may not be possible for shareholders to enforce civil liability provisions of the securities laws of the United States in Canada.

BNS is chartered under the laws of Canada. A substantial portion of BNS’s assets are located outside the United States, and many of BNS’s directors and officers and some of the experts named in this prospectus are residents of jurisdictions outside of the United States. As a result, it may be difficult for investors to effect service within the United States upon BNS and those directors, officers and experts, or to realize in the United States upon judgments of courts of the United States predicated upon civil liability of BNS and such directors, officers or experts under the United States federal securities laws. There is uncertainty as to the enforceability in Canada by a court in original actions, or in actions to enforce judgments of United States courts, of the civil liabilities predicated upon the United States federal securities laws.

Certain market activities of BNS and its affiliates may affect the value of BNS Common Shares.

BNS and its affiliates engage in market making, derivatives and structured notes hedging, brokerage and facilitation trading, asset management, plan-related activities, banking-related activities, estates and trusts services, custody-related activities, stock borrowing and lending and taking of collateral, involving BNS Common Shares outside the United States (and, to a limited extent, within the United States). Please read the section entitled “BNS Market Activities Involving BNS Common Shares” for more information. Such activities could have the effect of influencing the market price of BNS Common Shares.

 

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CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

From time to time, our public communications include oral or written forward-looking statements. Statements of this type are included in this prospectus, and may be included in other filings with Canadian securities regulators or the SEC, or in other communications. In addition, representatives of BNS may include forward-looking statements orally to analysts, investors, the media and others. All such statements are made pursuant to the “safe harbor” provisions of the U.S. Private Securities Litigation Reform Act of 1995 and any applicable Canadian securities legislation. Forward-looking statements may include, but are not limited to, statements made in this prospectus, the Management’s Discussion and Analysis in BNS’s 2025 Annual Report under the headings “Outlook” and in other statements regarding BNS’s objectives, strategies to achieve those objectives, the regulatory environment in which BNS operates, anticipated financial results and the outlook for BNS’s businesses and for the Canadian, U.S. and global economies. Such statements are typically identified by words or phrases such as “believe,” “expect,” “aim,” “achieve,” “foresee,” “forecast,” “anticipate,” “intend,” “estimate,” “outlook,” “seek,” “schedule,” “plan,” “goal,” “strive,” “target,” “project,” “commit,” “objective” and similar expressions of future or conditional verbs, such as “will,” “may,” “should,” “would,” “might,” “can” and “could” and positive and negative variations thereof.

By their very nature, forward-looking statements require us to make assumptions and are subject to inherent risks and uncertainties, which give rise to the possibility that our predictions, forecasts, projections, expectations or conclusions will not prove to be accurate, that our assumptions may not be correct and that our financial performance objectives, vision and strategic goals will not be achieved.

We caution readers not to place undue reliance on these statements as a number of risk factors, many of which are beyond our control and the effects of which can be difficult to predict, could cause our actual results to differ materially from the expectations, targets, estimates or intentions expressed in such forward-looking statements.

The future outcomes that relate to forward-looking statements may be influenced by many factors, including but not limited to: general economic and market conditions in the countries in which we operate and globally; changes in currency and interest rates; increased funding costs and market volatility due to market illiquidity and competition for funding; the failure of third parties to comply with their obligations to BNS and its affiliates, including relating to the care and control of information, and other risks arising from BNS’s use of third parties; changes in monetary, fiscal, or economic policy and tax legislation and interpretation; changes in laws and regulations or in supervisory expectations or requirements, including capital, interest rate and liquidity requirements and guidance, and the effect of such changes on funding costs; geopolitical risk (including policies and other changes related to, or affecting, economic or trade matters, including tariffs, countermeasures, tariff mitigation policies and tax-related risks); changes to our credit ratings; the possible effects on our business and the global economy of war, conflicts or terrorist actions and unforeseen consequences arising from such actions; technological changes, including open banking and the use of data and artificial intelligence in our business, and technology resiliency; operational and infrastructure risks; reputational risks; the accuracy and completeness of information BNS receives on customers and counterparties; the timely development and introduction of new products and services, and the extent to which products or services previously sold by BNS require BNS to incur liabilities or absorb losses not contemplated at their origination; our ability to execute our strategic plans, including the successful completion of acquisitions and dispositions, including obtaining regulatory approvals; critical accounting estimates and the effect of changes to accounting standards, rules and interpretations on these estimates; global capital markets activity; BNS’s ability to attract, develop and retain key executives; the evolution of various types of fraud or other criminal behaviour to which BNS is exposed; anti-money laundering; disruptions or attacks (including cyberattacks) on BNS’s information technology, internet connectivity, network accessibility, or other voice or data communications systems or services, which may result in data breaches, unauthorized access to sensitive information, denial of service and potential incidents of identity theft; increased competition in the geographic and business areas in which we operate, including through internet and mobile banking and non-traditional competitors; exposure related to significant litigation and regulatory matters;

 

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environmental, social and governance risks, including climate-related risk, our ability to implement various sustainability-related initiatives (both internally and with our clients and other stakeholders) under expected time frames, and our ability to scale our sustainable-finance products and services; the occurrence of natural and unnatural catastrophic events and claims resulting from such events, including disruptions to public infrastructure, such as transportation, communications, power or water supply; inflationary pressures; global supply-chain disruptions; Canadian housing and household indebtedness; the emergence or continuation of widespread health emergencies or pandemics, including their impact on the local, national or global economies, financial market conditions and BNS’s business, results of operations, financial condition and prospects; and BNS’s anticipation of and success in managing the risks implied by the foregoing. A substantial amount of BNS’s business involves making loans or otherwise committing resources to specific companies, industries or countries. Unforeseen events affecting such borrowers, industries or countries could have a material adverse effect on BNS’s financial results, businesses, financial condition or liquidity. These and other factors may cause BNS’s actual performance to differ materially from that contemplated by forward-looking statements. BNS cautions that the preceding list is not exhaustive of all possible risk factors and other factors could also adversely affect BNS’s results, for more information, please see the “Risk Management” section of BNS’ Annual Report, as may be updated by quarterly reports and this prospectus in the section entitled “Risk Factors.”

Material economic assumptions underlying the forward-looking statements contained in this prospectus are set out in the 2025 Annual Report under the headings “Outlook,” as updated by quarterly reports. The “Outlook” and “2026 Priorities” sections are based on BNS’s views and the actual outcome is uncertain. Readers should consider the above-noted factors when reviewing these sections.

When relying on forward-looking statements to make decisions with respect to BNS and its securities, investors and others should carefully consider the preceding factors, other uncertainties and potential events. Any forward-looking statements contained in this prospectus represent the views of management only as of the date hereof and are presented for the purpose of assisting BNS’s shareholders and analysts in understanding BNS’s financial position, objectives and priorities, and anticipated financial performance as at and for the periods ended on the dates presented, and may not be appropriate for other purposes. Except as required by law, BNS does not undertake to update any forward-looking statements, whether written or oral, that may be made from time to time by or on its behalf.

 

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MARKET PRICE AND DIVIDEND INFORMATION

BNS Common Shares are listed on the New York Stock Exchange (“NYSE”) and Toronto Stock Exchange (“TSX”) under the symbol “BNS.” There is no established public trading market for shares of Maple Common Stock or Maple Preferred Stock.

The closing price of BNS Common Shares on May 28, 2026, the last trading day before announcement of the execution of the Merger Agreement, was US$79.05 on NYSE and C$110.07 on TSX. As of [ ], 2026, the most recent practicable trading day before the date of this prospectus, the closing price of BNS Common Shares was US$[ ] on NYSE and C$[ ] on TSX.

The following table shows the closing sale prices of BNS Common Shares as reported on the NYSE and TSX, respectively, on May 28, 2026, the last full trading day before the public announcement of the Merger Agreement, and on [ ], 2026, the last practicable trading day before the date of this prospectus.

 

BNS Common Shares NYSE

BNS Common Shares TSX

Implied Value of One Share of Maple Common Stock

[ ], 2026

$

[ ]

C$

[ ]

$

[ ]

[ ], 2026

$

[ ]

C$

[ ]

$

[ ]

BNS’s current dividend policy is to pay common share dividends on a quarterly basis. The amount of dividend is announced each quarter and is based on a target percentage range. The dividend policy is typically revisited once per year in the second fiscal quarter. The amount of the dividend takes into consideration capital adequacy, liquidity and other regulatory directives issued under the Bank Act (Canada). The table below sets forth the dividends declared per BNS Common Share for the periods indicated.

 

Dividend Payment		C$
Quarter ending July 31, 2026			1.14
Quarter ended April 30, 2026			1.10
Quarter ended January 31, 2026			1.10
Quarter ended October 31, 2025			1.10
Quarter ended July 31, 2025			1.10
Quarter ended April 30, 2025			1.06
Quarter ended January 31, 2025			1.06
Quarter ended October 31, 2024			1.06
Quarter ended July 31, 2024			1.06
Quarter ended April 30, 2024			1.06
Quarter ended January 31, 2024			1.06
Quarter ended October 31, 2023			1.06
Quarter ended July 31, 2023			1.06

 

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SHAREHOLDER CONSENT SOLICITATION BY MAPLE BOARD OF DIRECTORS

Purpose of the Consent Solicitation; Recommendation of the Maple Board of Directors

The Maple board of directors intends to ask Maple shareholders to approve the Merger Agreement and the transactions contemplated thereby, including the Merger (the “Maple Merger Proposal”), by executing and delivering the written consent furnished with this prospectus. BNS IS NOT PARTICIPATING IN THE MAPLE BOARD OF DIRECTORS’ SOLICITATION OF THE VOTE OF MAPLE SHAREHOLDERS.

After careful consideration, the Maple board of directors, at a special meeting held on May 28, 2026, based upon the information provided to the Maple board and upon such other matters as were deemed relevant by the Maple board, unanimously determined that the Merger Agreement and the transactions contemplated thereby were advisable and in the best interests of Maple and its shareholders and approved the Merger Agreement and the transactions contemplated thereby. The Maple board of directors unanimously recommends that Maple shareholders approve the Maple Merger Proposal. For a discussion of the factors considered by the Maple board of directors in approving the Merger Agreement, see the section entitled “The Merger—Maple’s Reasons for the Merger; Recommendation of the Maple Board of Directors.”

Subsequent to the execution of the Merger Agreement, the parties mutually agreed to pursue Maple shareholder approval via consent solicitation rather than through shareholder voting, as originally contemplated in the Merger Agreement.

Execution and Submission of Consents

If you are a holder of Maple Voting Stock (as defined below) as of [    ] (the “Consent Record Date”), you may execute a written consent with respect to such share of Maple Voting Stock to approve the Maple Merger Proposal. If you withhold your consent or do not return your written consent, it will have the same effect as a vote against the Maple Merger Proposal. The Maple board of directors will provide you instructions for the execution and submission of written consents with respect to the Maple Merger Proposal.

The Maple board of directors will provide you with instructions for the execution and submission of written consents with respect to the Maple Merger Proposal.

Consent Record Date; Shareholders Entitled to Consent

Only holders of Maple Voting Stock of record who hold such shares as of [    ], the Consent Record Date, will be entitled to execute and deliver a written consent. Each holder of non-voting common stock, $0.01 par value, of Maple is not entitled to consent to the Maple Merger Proposal. Under the Maple charter and the TBOC, each holder of Maple Voting Stock is entitled to one vote for each share of Maple Voting Stock held as of the Consent Record Date.

Consents Required

Approval of the Maple Merger Proposal requires the affirmative vote of or consent by execution and delivery to Maple of one or more written consents by (i) the holders of at least two-thirds of the outstanding shares of Maple Voting Common Stock entitled to vote thereon and (ii) the holders of at least two-thirds of the outstanding shares of Maple Preferred Stock (together with the Maple Voting Common Stock, the “Maple Voting Stock”) entitled to vote thereon, each voting as a separate class (such approval, the “Requisite Maple Shareholder Approval”).

Concurrently with the execution of the Merger Agreement, BNS and certain Maple shareholders entered into support agreements. Pursuant to the support agreements, each of the Maple shareholders party thereto has irrevocably and unconditionally agreed that, from the date of such Maple shareholder’s support agreement until the earliest of the Effective Time or the date of termination of the Merger Agreement, at any meeting of the

 

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Maple shareholders, however called or in connection with any written consent of the shareholders of Maple, such Maple shareholder will appear at such meeting or otherwise cause such shareholder’s owned shares to be counted as present for the purpose of calculating a quorum and vote or cause to be voted all shares beneficially owned by such Maple shareholder as of the relevant time in favor of the approval of the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement. The shares of Maple Voting Stock that are owned by the Maple shareholders and subject to the support agreements represent approximately 36.9% of the Maple Voting Common Stock issued and outstanding and 100% of the Maple Preferred Stock issued and outstanding as of the date of this prospectus. Receipt of the Requisite Maple Shareholder Approval is a condition to the consummation of the Merger and the other transactions contemplated by the Merger Agreement.

The support agreements will terminate upon the earliest of (i) the effective time of the Merger (the “Effective Time”) or (ii) the date of termination of the Merger Agreement pursuant to its terms. The form of support agreement is included as Annex D to this prospectus.

Share Ownership of and Consent Rights by Maple Executive Officers and Directors

As of the date of this prospectus, there were [ ] shares of Maple Voting Common Stock issued and outstanding and entitled to consent with respect to the Maple Merger Proposal, of which executive officers and directors of Maple beneficially owned an aggregate of [ ] shares of Maple Voting Common Stock, representing approximately [ ]% of the shares of Maple Voting Common Stock issued and outstanding as of the date of this prospectus.

As of the date of this prospectus, there were 678,750 shares of Maple Preferred Stock issued and outstanding and entitled to consent with respect to the Maple Merger Proposal, of which a director of Maple owned an aggregate of 678,750 shares of Maple Preferred Stock, representing 100% of the shares of Maple Preferred Stock issued and outstanding as of the date of this prospectus.

Maple currently expects that Maple’s directors and executive officers will execute and deliver written consents approving the Maple Merger Proposal, although none of them has entered into any agreements obligating them to do so (other than Anthony Davis, Eric Davis, William Wolfe, Boris Gutin, Jay Helm, Daryl Kirkham, Robert Langholz, John McNicholas, Ethan Underwood, (William) Hudson White, Don Kivowitz, Frank Murphy and Justin Cox pursuant to the support agreements).

Solicitation of Consents; Expenses

The Maple board of directors is soliciting consents from the holders of Maple Voting Stock with respect to the Maple Merger Proposal. BNS and Maple will share equally the expenses incurred in connection with the printing and mailing of this prospectus. Officers and employees of Maple may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular compensation but no special compensation for soliciting consents.

Revocation of Consents

Your consent to the Maple Merger Proposal may be changed or revoked at any time until on or before the earlier of the consent deadline and the receipt of the Requisite Maple Shareholder Approval. The Maple board of directors will provide you with instructions for the revocation of written consents with respect to the Maple Merger Proposal.

Recommendation of the Maple Board of Directors

The Maple board of directors considered the terms of the Merger Agreement and has unanimously determined that the Merger Agreement and the transactions contemplated thereby were advisable and in the best

 

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interests of Maple and its shareholders and recommends that Maple shareholders approve the Maple Merger Proposal. For factors considered by the Maple board of directors in approving the Merger Agreement, see the section entitled “The Merger—Maple’s Reasons for the Merger; Recommendation of the Maple Board of Directors.”

Other Information

The matters to be considered by the Maple Merger Proposal are of great importance to Maple shareholders. Accordingly, the Maple board of directors urges you to read and carefully consider the information contained in or incorporated by reference in this prospectus and, with respect to your shares of Maple Voting Stock, complete, date, sign and promptly return the consent furnished with this prospectus by the consent deadline.

 

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INFORMATION ABOUT THE COMPANIES

The Bank of Nova Scotia

40 Temperance Street

Toronto, Ontario, Canada M5H 0B4

(416) 866-3672

The Bank of Nova Scotia (“BNS”) is a chartered Schedule I bank under the Bank Act (Canada) and is regulated by the Office of the Superintendent of Financial Institutions (“OSFI” or the “Superintendent”). BNS is a global and publicly traded financial institution offering 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. The head office of BNS is located at 1709 Hollis Street, Halifax, Nova Scotia, Canada and its executive offices are at 40 Temperance Street, Toronto, Ontario, Canada. The BNS Common Shares are listed on the Toronto Stock Exchange (“TSX”) and the New York Stock Exchange (“NYSE”).

BNS’s telephone number is (416) 866-3672 and its website is https://www.scotiabank.com. The information on BNS’s website is not part of this prospectus, and the reference to BNS’s website address does not constitute incorporation by reference of any information on that website into this prospectus.

Additional information about BNS and its subsidiaries is included in documents incorporated by reference into this prospectus. See the section entitled “Where You Can Find More Information” beginning on page [●].

Maple Financial Holdings, Inc.

4143 Maple Avenue, Suite 100

Dallas, Texas 75219

(972) 698-5760

General

Maple Financial Holdings, Inc. (“Maple”) is a Texas corporation and a registered bank holding company. Maple was incorporated on November 29, 2016 for the purpose of acquiring The First National Bank of Edgewood, which was acquired in 2017, renamed MapleMark Bank and converted into a state-chartered bank. MapleMark Bank is an Oklahoma state-chartered member bank and is subject to the supervision and regulation of the Oklahoma Banking Department and the Federal Reserve. MapleMark Bank currently serves its banking market through its main office in Tulsa, Oklahoma and a branch office in Dallas, Texas.

Maple does not, as an entity, engage in separate business activities of a material nature apart from the activities it performs for its wholly owned banking subsidiary, MapleMark Bank. Its primary activities are to provide assistance in the management and coordination of MapleMark Bank’s financial resources. Maple has no significant assets other than all of the outstanding common stock of MapleMark Bank. Maple derives its revenues primarily from the operations of MapleMark Bank in the form of dividends received from MapleMark Bank. As a bank holding company, Maple is subject to the supervision and regulation of the Federal Reserve.

As of June 30, 2026, Maple had, on a consolidated basis, total assets of $1.0 billion, total loans of $792.3 million and total deposits of $835.8 million.

Products and Services

MapleMark Bank operates two banking offices, including its main office in Tulsa, Oklahoma and a branch office in Dallas, Texas. MapleMark Bank is a community-oriented, full service financial institution that provides customized financial services to middle market companies, as well as business owners, executives, entrepreneurs

 

25

and families. MapleMark Bank emphasizes a high-touch, relationship-based approach by its seasoned banking team. MapleMark Bank is a locally-owned, independent financial institution and is engaged in substantially all of the business operations (except for trust services) customarily conducted by independent financial institutions in Texas, including the acceptance of checking, savings and certificate deposits and the making of commercial and consumer loans, real estate loans and other installment and term loans. MapleMark Bank does a substantial amount of business with individuals, as well as with customers in commercial, industrial and professional businesses.

Employees

As of June 30, 2026, MapleMark Bank had 89 full-time (or full-time equivalent) employees, none of whom is covered by a collective bargaining agreement.

Properties

The principal executive offices of Maple are located at 4143 Maple Avenue, Suite 100, Dallas, Texas 75219, which also serves as a branch office of MapleMark Bank. MapleMark Bank’s main office is located at 2431 East 61st Street, Suite 150, Tulsa, Oklahoma 74136.

Legal Proceedings

There are no threatened or pending legal proceedings against Maple or MapleMark Bank which, if determined adversely, would, in the opinion of management, have a material adverse effect on Maple’s business, financial condition, results of operations, cash flows or prospects.

Competition

MapleMark Bank operates two banking offices in the Dallas and Tulsa markets, each of which is a highly competitive and fragmented market.

Maple experiences competition in its markets from many other financial institutions, including when attracting and retaining savings deposits and in lending funds. The primary factors Maple encounters in competing for savings deposits are convenient office locations and rates offered. Direct competition for savings deposits comes from other commercial bank and thrift institutions, credit unions, money market mutual funds and issuers of corporate and government securities which may offer more attractive rates than insured depository institutions are willing to pay. The primary factors Maple encounters in competing for loans include, among others, interest rate and loan origination fees and the range of services offered. Competition for origination of real estate loans comes from other commercial banks, thrift institutions, mortgage bankers, mortgage brokers and insurance companies. Banks and other financial institutions with which Maple competes may have capital resources and loan limits substantially higher than those maintained by Maple.

Corporate Information

Maple’s principal executive offices are located at 4143 Maple Avenue, Suite 100, Dallas, Texas 75219. MapleMark Bank’s website is maplemarkbank.com. The information on MapleMark Bank’s website is not part of this prospectus, and the references to the MapleMark Bank website address do not constitute incorporation by reference of any information on that website into this prospectus.

Cypress Merger Sub, Inc.

250 Vesey Street

New York, New York 10281

(416) 866-3672

 

26

Cypress Merger Sub, Inc. (“Merger Sub”) is a Texas corporation and a direct, wholly owned subsidiary of BNS. Merger Sub was formed in connection with the Agreement and Plan of Merger, dated May 28, 2026, by and among BNS, Merger Sub, Maple and Anthony B. Davis, solely in his capacity as the shareholder representative (the “Merger Agreement”), for the sole purpose of effecting the transactions contemplated thereby. Pursuant to the Merger Agreement and subject to the terms and conditions set forth therein, Merger Sub will merge with and into Maple (the “Merger”), with Maple surviving as a direct, wholly owned subsidiary of BNS in the Merger, and the separate corporate existence of Merger Sub will then cease.

 

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THE MERGER

This section of the prospectus describes material aspects of the Merger. This summary may not contain all of the information that is important to you. You should carefully read this entire prospectus and the other documents we refer you to for a more complete understanding of the Merger, including the full text of the Merger Agreement, a copy of which is attached to this prospectus as Annex A, for a more complete understanding of the Merger. In addition, we incorporate important business and financial information about BNS into this prospectus by reference. You may obtain the information incorporated by reference into this document without charge by following the instructions in the section entitled “Where You Can Find More Information” beginning on page [●].

Terms of the Merger

Each of BNS’s and Maple’s respective boards of directors approved the entering into of the Merger Agreement, pursuant to which, on the terms and subject to the conditions thereof, Merger Sub, a newly formed, wholly owned merger subsidiary of BNS, will merge with and into Maple, with Maple continuing as the surviving entity in the Merger.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of voting common stock, par value $0.01 per share, of Maple (the “Maple Voting Common Stock”), non-voting common stock, par value $0.01 per share, of Maple (the “Maple Non-Voting Common Stock” and, together with the Maple Voting Common Stock, the “Maple Common Stock”) and Series A Nonvoting Convertible Preferred Stock, par value $0.01 per share, of Maple (the “Maple Preferred Stock” and, together with the Maple Voting Common Stock, the “Maple Voting Stock”), in each case issued and outstanding immediately prior to the Effective Time, except for shares of Maple Common Stock or Maple Preferred Stock owned by Maple or BNS and, in the case of Maple Common Stock, any shares as to which appraisal rights have been properly perfected and not withdrawn or lost, will be converted into the right to receive a number of common shares, without nominal or par value, of BNS (the “BNS Common Shares”) equal to the quotient, rounded to the nearest one-thousandth, of the Per Share Consideration Amount divided by the Closing Price (the “Merger Consideration”). The “Per Share Consideration Amount” is calculated by dividing (i) the sum of $25 million and the Closing Equity Capital by (ii) the aggregate number of shares of Maple Common Stock, shares of Maple Preferred Stock, shares of Maple Common Stock subject to outstanding Maple options and shares of Maple Common Stock subject to outstanding Maple warrants, in each case outstanding immediately prior to the closing of the Merger. The “Closing Equity Capital” will be an amount equal to the adjusted tangible equity capital of Maple and its subsidiaries on a consolidated basis as of the close of business on the business day immediately preceding the closing date of the Merger, as calculated in accordance with the Merger Agreement. The “Closing Price” will be based on the average of the daily volume-weighted average trading price per BNS Common Share for the 10-day period in which both the Canadian and U.S. markets are open for trading ending on the last such day immediately preceding the closing date of the Merger.

Former holders of Maple Common Stock or Maple Preferred Stock who would otherwise be entitled to a fraction of a BNS Common Share in connection with the Merger will instead receive, for the fraction of a share, an amount in cash (without interest and rounded to the nearest cent) determined by multiplying (i) the Closing Price by (ii) the fraction of a BNS Common Share (after taking into account all shares of Maple Common Stock held by such holder immediately prior to the Effective Time and rounded to the nearest one-thousandth when expressed in decimal form) that such shareholder would otherwise be entitled to receive pursuant to the Merger Agreement.

Background of the Merger

The following chronology summarizes the key meetings and events that led to the signing of the Merger Agreement. This chronology does not purport to catalogue every conversation among Maple, BNS, their respective representatives or other parties.

 

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As part of the ongoing consideration and evaluation of Maple’s long-term prospects and strategies, the Maple board of directors and the senior management of Maple have regularly reviewed and assessed Maple’s business strategies and objectives, including assessments of strategic growth opportunities potentially available to Maple. These strategic discussions have focused on, among other things, prospects and developments in the financial services industry, the regulatory environment, the economy and the financial markets generally and the implications of such developments for financial institutions generally and Maple, in particular. These strategic discussions were part of the continuous efforts of Maple to enhance value for its shareholders and deliver the best possible services to its customers and communities.

These strategic reviews have also included assessments of ongoing consolidation in the financial services industry and the benefits and risks to Maple and its shareholders of strategic combination transactions compared to the benefits and risks of continued operation as a stand-alone company. Factors assessed in connection with these reviews have included the benefits and risks of organic expansion, competition, potential expense and revenue synergies, regulatory requirements, the interest rate environment, scale and diversification, credit risk, market risk and the impacts of rapidly changing technology and the delivery channels for products and services.

Each of Anthony Davis, a director and Chairman and Chief Executive Officer of Maple and MapleMark Bank, Eric Davis, a director and President of Maple and MapleMark Bank and William Wolfe, a director and Chief Financial Officer of Maple and MapleMark Bank, also has engaged from time to time in discussions with management of other companies in the financial services industry, including with respect to potential strategic business combination transaction opportunities that may be available to enhance value for their respective companies and shareholders. Mr. Anthony Davis, as well as other members of Maple’s mergers and acquisitions committee and board of directors, also occasionally meet with representatives of various investment banking firms experienced in the banking industry to discuss market conditions, industry trends, the performance of Maple and potential strategic business combination transaction opportunities.

From time to time, representatives of Stephens and members of Maple’s management engaged in discussions regarding strategic alternatives potentially available to Maple and potential counterparties for a strategic business combination transaction.

On November 26, 2025, Mr. Anthony Davis participated in an initial discussion with a representative of an investment banking firm (“Investment Bank A”) regarding a potential strategic business combination transaction with the financial holding company for a mid-size regional bank (“Company A”).

On December 15, 2025, Mr. Anthony Davis and Mr. Eric Davis held a videoconference with members of Company A’s executive management team. The meeting was principally social, though Company A’s executive management team indicated that Company A might be interested in considering an acquisition of Maple. No valuation or follow-up actions were discussed.

On December 17, 2025, Company A requested that Maple execute a confidentiality agreement in connection with its evaluation of a potential transaction.

On December 30, 2025, Maple and Company A entered into the confidentiality agreement.

In January 2026, Maple and Investment Bank A began populating a virtual data room to facilitate Company A’s due diligence review of Maple and MapleMark Bank. In January and February 2026, Company A engaged in due diligence, including through meetings with representatives of Maple.

On March 6, 2026, Travis Machen, CEO and Group Head, Global Banking and Markets of BNS, contacted Mr. Anthony Davis to schedule a call for the next day.

 

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On March 7, 2026, Mr. Anthony Davis held a call with Mr. Machen to discuss a potential acquisition of Maple by BNS. During this call, BNS requested that Maple provide a copy of its form of confidentiality agreement to negotiate and execute so that BNS could be included in the process to evaluate a potential transaction.

Following this call, Maple and Stephens began to populate a virtual data room to facilitate BNS’s due diligence review of Maple and MapleMark Bank.

On March 11, 2026, Maple and BNS entered into the confidentiality agreement, following which BNS was granted access to the virtual data room to begin its due diligence review. This review included several calls and video conferences between representatives of Maple and BNS.

On March 17, 2026, Mr. Anthony Davis, Mr. Eric Davis, Mr. Sutton and Mr. Prieur held a videoconference with representatives of Company A to continue discussions regarding a potential acquisition of Maple by Company A.

On March 20, 2026, Mr. Anthony Davis and Mr. Eric Davis held a call with the Chief Financial Officer of Company A to discuss potential transaction structure and consideration matters.

On March 24, 2026, Mr. Anthony Davis, Mr. Eric Davis, Mr. Sutton and Mr. Prieur held an additional discussion with representatives of Company A regarding treatment of Maple’s employees, expenses and other transaction-related matters.

On March 25, 2026, Maple received a non-binding indication of interest from Company A (the “Company A Indication of Interest”) providing for the acquisition of Maple by merger with Company A in which the consideration was 100% shares of Company A stock at a fixed exchange ratio.

On March 31, 2026, and April 1, 2026, Mr. Anthony Davis, Mr. Eric Davis, Mr. Sutton and Mr. Prieur held videoconferences with Company A’s executive management team to discuss the Company A Indication of Interest.

On April 7, 2026, Mr. Anthony Davis, Mr. Eric Davis, Mr. Wolfe, Mr. Sutton and Mr. Prieur met in person with BNS representatives at Stephens’ offices in Dallas, Texas, to further discuss Maple’s business, operations and strategic fit, as well as the potential structure of a transaction. During this meeting, BNS representatives communicated that BNS intended to submit a non-binding proposal for the acquisition of Maple in which the consideration was 100% BNS Common Shares valued at approximately $130 million.

Later that same day, the mergers and acquisitions committee of Maple’s board of directors met to review and evaluate the Company A Indication of Interest and the potential acquisition of Maple by BNS. The merger and acquisitions committee deliberated regarding the merits and risks of each potential transaction. After discussion, the merger and acquisitions committee expressed support for the potential acquisition of Maple by BNS, subject to receipt and review of the written non-binding proposal from BNS.

On April 9, 2026, Mr. Anthony Davis held a call with the Chief Financial Officer of Company A to inform him that there was another potential buyer of Maple and that Maple was still evaluating its strategic options.

On April 10, 2026, the Chief Executive Officer of Company A held a call with Mr. Anthony Davis to discuss arrangements for an additional management meeting.

On April 14, 2026, BNS submitted to Stephens a preliminary non-binding proposal (the “BNS Proposal”) to pursue a transaction whereby BNS or its affiliate would acquire Maple and MapleMark Bank. The BNS Proposal provided for the acquisition of 100% of Maple’s issued and outstanding common stock in exchange for purchase

 

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consideration of approximately $130 million, comprised of a fixed $25 million premium plus the net book value of Maple’s business at the time of transaction closing, with the consideration payable entirely in newly issued BNS Common Shares. The aggregate value of the proposed purchase consideration in the BNS Proposal was greater than the value of the shares of Company A stock offered in the Company A Indication of Interest, based on the share price of Company A stock as of April 14, 2026.

On April 14, 2026, and April 15, 2026, Maple management, together with representatives of Stephens and Norton Rose Fulbright US LLP, legal counsel to Maple (“NRF”), negotiated the terms of the BNS Proposal with BNS and its representatives, which included a 45-day exclusivity period.

On April 15, 2026, the mergers and acquisitions committee of Maple’s board of directors met to discuss the status of those negotiations and the BNS Proposal and Company A Indication of Interest. The members of the mergers and acquisitions committee were given an opportunity to each provide their input and thoughts regarding the two offers. After further discussion and deliberation of the relative merits and risks of each offer, the mergers and acquisitions committee approved the BNS Proposal and authorized Maple’s management team to execute the BNS Proposal.

On April 15, 2026, Maple and BNS executed the BNS Proposal.

Later that same day, Maple informed Company A that it had executed the BNS Proposal.

On April 16, 2026, members of Maple’s management updated the full Maple board of directors regarding the execution of the BNS Proposal and the status of the transaction.

Over the next several weeks after execution of the BNS Proposal, senior executives of Maple met on several occasions with employees and executives of BNS and its representatives to assist BNS in completing its due diligence investigations of Maple and MapleMark Bank. Meetings included sessions regarding Maple’s financial statements and financial information, loan portfolio and loan loss reserves, employees and benefits and other customary areas of investigation.

On April 25, 2026, NRF received an initial draft of the Merger Agreement from Sullivan & Cromwell LLP, legal counsel to BNS (“S&C”).

Between April 25, 2026, and May 28, 2026, representatives of Maple, BNS, Stephens, NRF and S&C engaged in extensive negotiations regarding the terms of the proposed transaction. During this period, the parties exchanged multiple drafts of the Merger Agreement and related documents and discussed numerous business, legal, regulatory, governance and transaction structure matters. Representatives of Maple and Stephens also continued to evaluate the proposed transaction and its potential benefits and risks to Maple and its shareholders.

On May 26, 2026, the board of directors of BNS reviewed and considered the material terms and conditions of the Merger Agreement, the Merger and the transactions contemplated by the Merger Agreement, and approved entering into the Merger Agreement with Maple and the transactions contemplated thereby.

On May 28, 2026, the board of directors of Maple met with members of Maple’s senior management and representatives of Stephens and NRF to review the proposed transaction. During the meeting, representatives of Stephens reviewed the financial and strategic considerations relating to the proposed transaction, the alternatives considered by Maple and Stephens’ financial analyses. At the meeting, Stephens rendered its oral opinion, subsequently confirmed by delivery of a written opinion, that, as of such date, the consideration to be received by the common shareholders of Maple in the proposed Merger is fair to them from a financial point of view, based upon and subject to the limitations, assumptions and qualifications stated therein.

 

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Following presentations from Stephens and NRF and after reviewing the terms of the proposed Merger, the strategic alternatives available to Maple, the financial analyses presented by Stephens, the expected strategic and financial benefits of the transaction and the risks and uncertainties associated with remaining independent, the Maple board of directors considered the proposed transaction. Representatives of NRF reviewed the terms of the Merger Agreement and related agreements and discussed with the Maple board of directors the fiduciary duties of directors in connection with evaluating and approving the proposed transaction. At the conclusion of the meeting, after careful review and discussion by the Maple board of directors, including consideration of the factors described below under “The Merger—Maple’s Reasons for the Merger; Recommendation of the Maple Board of Directors,” the Maple board of directors unanimously determined that the Merger Agreement and the transactions contemplated thereby were advisable and in the best interests of Maple and its shareholders and approved the Merger Agreement and the transactions contemplated thereby.

Later on May 28, 2026, following approval by the Maple board of directors and satisfaction of all required corporate approvals, Maple and BNS executed the Merger Agreement and related transaction documents.

The transaction was announced the morning of May 29, 2026, before the opening of the financial markets in Toronto and New York, in a press release issued by BNS.

Maple’s Reasons for the Merger; Recommendation of the Maple Board of Directors

The Maple board of directors has determined that the Merger is in the best interests of Maple and its shareholders. Accordingly, the Maple board of directors has unanimously approved the Merger Agreement and unanimously recommends that the Maple shareholders approve the Maple Merger Proposal.

In reaching its decision to approve and adopt the Merger Agreement and recommend the approval of the Merger to the Maple shareholders, the Maple board of directors evaluated the Merger and the Merger Agreement, in consultation with Maple’s executive management, as well as Maple’s legal and financial advisors, and considered a number of positive factors, including the following, which are not presented in order of priority and are not exhaustive:

 

•

its knowledge of Maple’s business, operations, regulatory and financial condition, asset quality, earnings, loan portfolio, capital and prospects both as an independent organization and as part of a combined company with BNS;

 

•

the expanded possibilities that would be available to the combined company, given BNS’s larger size, asset base, capital, market capitalization and international footprint;

 

•

the results that Maple could expect to achieve operating independently, and the likely risks and benefits to shareholders of that course of action, as compared with the value of the Merger Consideration;

 

•

the nature of the Merger Consideration, which is in the form of BNS Common Shares that offers Maple shareholders the opportunity to participate as shareholders of BNS in the future performance of the combined company and an approximately [ ]% ownership stake in BNS based on the number of shares (including shares underlying stock-based equity awards) of BNS and Maple outstanding as of [ ], 2026, the last practicable trading day before the date of this prospectus;

 

•

that Maple shareholders will receive freely-tradable BNS Common Shares, listed on both the NYSE and the TSX, as Merger Consideration, so that the Merger would provide materially better liquidity for Maple shareholders versus the extremely limited liquidity options available to Maple shareholders currently;

 

•

the historical performance of BNS Common Shares;

 

•

BNS’s historical cash dividend payments, which are in excess of those historically paid by Maple;

 

•

the fact that the Merger Consideration paid in the form of BNS Common Shares is expected to be tax-free to Maple shareholders for U.S. federal income tax purposes;

 

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•

Maple’s belief that Maple and BNS share a similar strategic vision and that BNS emphasizes many of the same values embraced by Maple in the conduct of its business, such as a commitment to relationship-based banking, excellent customer service, employee development and opportunities and active participation in the communities served;

 

•

that a merger with a wholly owned merger subsidiary of BNS, a larger international banking organization, could provide the opportunity to realize economies of scale, add infrastructure and operational support and enhance customer products and services, allowing MapleMark Bank to remain competitive over the long term;

 

•

the understanding of the Maple board of directors of the current and prospective environment in which MapleMark Bank operates, including national and local economic conditions, the interest rate environment, increasing operating costs resulting from regulatory initiatives and compliance mandates and the competitive effects of the continuing consolidation in the banking industry;

 

•

the ability of BNS to complete the Merger from a financial and regulatory perspective;

 

•

a review of strategic options available to Maple, including continuing as a standalone entity, and consideration and weighing of the potential risks and benefits associated with each;

 

•

the financial presentation, dated May 28, 2026, of Stephens to the Maple board of directors and the opinion, dated May 28, 2026, of Stephens to the Maple board of directors that, as of such date, the consideration to be received by the common shareholders of Maple in the proposed Merger is fair from a financial point of view, based upon and subject to the limitations, assumptions and qualifications stated therein, as more fully described below under “The Merger—Opinion of Maple’s Financial Advisor” beginning on page [•];

 

•

the Maple board of directors’ review with its legal advisors of the terms of the Merger Agreement, including the agreement by both parties, subject to the conditions in the Merger Agreement, to use reasonable best efforts to take all actions necessary or advisable to consummate the Merger and obtain required regulatory approvals for the Merger;

 

•

the likelihood, based on BNS’s recent track record, of receiving the required regulatory approvals and completing the Merger in a timely manner;

 

•

that the Merger would be subject to the approval of Maple shareholders, and that shareholders would be free to evaluate the Merger and approve or disapprove the Maple Merger Proposal; and

 

•

BNS’s consistent historical performance in closing merger, acquisition and investment transactions and its track record in integration and of realizing the expected financial and other benefits of such transactions.

The Maple board of directors also considered a number of potential risks and uncertainties associated with the Merger in connection with its deliberation of the Merger. The Maple board of directors concluded that the anticipated benefits of the Merger were likely to outweigh these risks substantially. These potential risks included the following (which are presented below in no particular order and are not exhaustive):

 

•

the potential for a decline in the value of BNS Common Shares, whether before or after consummation of the Merger, reducing the value of the consideration received by Maple shareholders, including as a result of fluctuations in the USD/CAD exchange rate given that BNS Common Shares are traded in both U.S. and Canadian markets;

 

•

the potential risk that the number of BNS Common Shares received per share of Maple stock could be reduced in the event that Maple’s Closing Equity Capital is below the amounts specified in the Merger Agreement;

 

•

the lack of control of the Maple board of directors and Maple’s shareholders over future operations and strategy of the combined company as compared to remaining independent;

 

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•

the significant effort and cost involved in connection with negotiating the Merger Agreement and consummating the Merger (including certain costs and expenses if the Merger is not consummated), and the substantial time and effort of management required to consummate the Merger and the potential disruption to Maple’s day-to-day operations during the pendency of the Merger, including the potential risk of diverting management attention and resources from the operation of Maple’s business and towards the completion of the Merger;

 

•

the fact that in order to enter into the Merger Agreement, Maple set aside certain strategic business alternatives;

 

•

the restrictions under the terms of the Merger Agreement on the conduct of Maple’s business prior to the completion of the Merger, which could delay or prevent Maple from undertaking strategic and other business opportunities that might arise pending completion of the Merger, including in light of the expected time frame for completing the Merger;

 

•

the potential for litigation by shareholders in connection with the Merger, which, even where lacking in merit, could nonetheless result in distraction and expense;

 

•

the challenges of successfully combining Maple’s business, operations and workforce with those of BNS;

 

•

the interests of certain of Maple’s directors and executive officers in the Merger that are different from, or in addition to, their interests as Maple shareholders, which are further described in the section of this prospectus entitled “The Merger—Interests of Maple’s Directors and Executive Officers in the Merger” beginning on page [●];

 

•

that there can be no assurance that all conditions to the parties’ obligations to complete the Merger will be satisfied, including the risk that necessary regulatory approvals or Maple shareholder approval might not be obtained or may be delayed and, as a result, the Merger may not be consummated or may be delayed;

 

•

the risk of potential employee attrition and/or adverse effects on business and customer relationships as a result of the pending Merger; and

 

•

the risks of the type and nature described under “Risk Factors,” beginning on page [●] and the matters described under “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●].

The foregoing discussion of the information and factors considered by the Maple board of directors is not intended to be exhaustive, but, rather, includes the material factors considered by the Maple board of directors. In reaching its decision to approve the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement, the Maple board of directors did not quantify or assign any relative weights to the factors considered, and individual directors may have given different weights to different factors. The Maple board of directors considered all these factors as a whole and overall considered the factors to be favorable to, and support, its determination to approve the Merger Agreement.

It should be noted that this explanation of the Maple board of directors’ reasoning and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the heading “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●].

Opinion of Maple’s Financial Advisor

On April 14, 2026, Maple engaged Stephens to act as financial advisor to Maple in connection with the Merger. As part of its engagement, Stephens was asked to undertake a study of the fairness, from a financial point of view, of the Merger to Maple’s shareholders. Maple engaged Stephens because, among other factors, Stephens is a nationally recognized investment banking firm with substantial experience in similar transactions.

 

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As part of its investment banking business, Stephens is regularly engaged in the valuation of financial services businesses and their securities in connection with mergers and acquisitions.

As part of Stephens’ engagement, representatives of Stephens participated in a meeting of Maple’s board of directors held on May 28, 2026, in which Maple’s board of directors considered and approved the Merger. At this meeting, Stephens reviewed the financial aspects of the Merger and rendered its oral opinion, which was subsequently confirmed by delivery of a written opinion to the Maple board of directors dated as of May 28, 2026, that, as of such date, the consideration to be received in the Merger was fair from a financial point of view to the common stockholders of Maple (solely in their capacity as such), based upon and subject to the qualifications, assumptions and other matters considered by Stephens in connection with the preparation of its opinion.

The full text of Stephens’ written opinion letter (the “Opinion Letter”) is attached as Annex B to this prospectus. The Opinion Letter outlines the procedures followed, assumptions made, matters considered and qualifications and limitations on the review undertaken by Stephens in rendering its opinion. The summary of the opinion set forth in this prospectus is qualified in its entirety by reference to the full text of such written Opinion Letter. Investors are urged to read the entire Opinion Letter carefully in connection with their consideration of the Merger. Maple did not give any instruction to or impose any limitations on Stephens as it related to the issuance of its opinion.

Stephens’ opinion speaks only as of the date of the opinion, and Stephens has undertaken no obligation to update or revise its opinion. The opinion was directed to Maple’s board of directors (solely in its capacity as such) in connection with, and for purposes of, its consideration of the Merger. The opinion only addresses whether the consideration to be received by the common stockholders of Maple (solely in their capacity as such) in the Merger was fair from a financial point of view as of the date of the opinion. The opinion does not address the underlying business decision of Maple to pursue the Merger or any other term or aspect of the Merger Agreement or the transactions contemplated thereby. Stephens’ opinion does not constitute a recommendation to Maple’s board of directors or any of Maple’s shareholders as to how such person should vote or otherwise act with respect to the Merger or any other matter. Maple and BNS determined the Merger Consideration through a negotiation process.

In connection with developing its opinion, Stephens:

 

(i)

reviewed certain publicly available financial statements and reports regarding Maple and BNS;

 

(ii)

reviewed certain audited financial statements regarding Maple and BNS;

 

(iii)

reviewed certain internal financial statements, management reports and other financial and operating data concerning Maple prepared by management of Maple;

 

(iv)

reviewed the reported prices and trading activity for the BNS Common Shares;

 

(v)

compared the financial performance of Maple with that of certain publicly traded companies and their securities that Stephens deemed relevant to Stephens’ analysis of the Merger;

 

(vi)

reviewed the financial terms, to the extent publicly available, of certain merger or acquisition transactions that Stephens deemed relevant to Stephens’ analysis of the Merger;

 

(vii)

reviewed the then most recent draft of the Merger Agreement and related documents provided to Stephens by Maple;

 

(viii)

discussed with management of Maple and management of BNS the operations of and future business prospects for Maple and BNS, respectively;

 

(ix)

assisted in Maple’s deliberations regarding the material terms of the Merger and Maple’s negotiations with BNS; and

 

(x)

performed such other analyses and provided such other services as Stephens deemed appropriate.

 

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Stephens relied on the accuracy and completeness of the information, financial data and financial forecasts provided to Stephens by Maple and BNS and of the other information reviewed by Stephens in connection with the preparation of Stephens’ opinion, and its opinion was based upon such information. Stephens did not independently verify or undertake any responsibility to independently verify the accuracy or completeness of any of such information, data or forecasts. Management of Maple assured Stephens that it was not aware of any relevant information that had been omitted or remained undisclosed to Stephens. Stephens did not assume any responsibility for making or undertaking an independent evaluation or appraisal of any of the assets or liabilities of Maple or of BNS, and Stephens was not furnished with any such evaluations or appraisals; nor did Stephens evaluate the solvency or fair value of Maple or of BNS under any laws relating to bankruptcy, insolvency or similar matters. Stephens did not assume any obligation to conduct any physical inspection of the properties, facilities, assets or liabilities (contingent or otherwise) of Maple or BNS. Stephens did not review any individual loan or credit files nor did Stephens make an independent evaluation of the adequacy of the allowance for credit losses of Maple or BNS. Stephens did not make an independent analysis of the effects of potential future changes in the rate of inflation or of prevailing rates of interest or other market developments or disruptions, or of the effects of any global conflicts or hostilities or any other disaster or adversity, on the business or prospects of Maple or BNS. With respect to the financial projections or forecasts prepared by management of Maple, Stephens also assumed that such financial projections or forecasts had been reasonably prepared and reflected the best then currently available estimates and judgments of management of Maple as to the future financial performance of Maple and provided a reasonable basis for Stephens’ analysis. Stephens recognized that such financial projections or forecasts were based on numerous variables, assumptions and judgments that were inherently uncertain (including, without limitation, factors related to general economic and competitive conditions) and that actual results could vary significantly from such projections or forecasts, and Stephens expressed no opinion as to the reliability of such financial projections, forecasts or estimates or the assumptions upon which they were based. Stephens expressed no opinion as to the accounting methodologies, calculations or adjustment provisions used to determine the Closing Equity Capital or any related adjustment amounts pursuant to the Merger Agreement.

Stephens does not provide legal, accounting, regulatory or tax advice or expertise, and Stephens relied solely, and without independent verification, on the assessments of Maple and its other advisors with respect to such matters. Stephens assumed, with Maple’s consent, that the Merger will not result in any materially adverse legal, regulatory, accounting or tax consequences for Maple or its shareholders and that any reviews of legal, accounting, regulatory or tax issues conducted as a result of the Merger will be resolved favorably to Maple and its shareholders. Stephens did not express any opinion as to any tax or other consequences that might result from the Merger.

Stephens’ opinion was necessarily based upon market, economic and other conditions as they existed and could be evaluated on the date of the opinion, and on the information made available to Stephens as of the date of the opinion. Market price data used by Stephens in connection with its opinion was based on reported market closing prices as of May 27, 2026. It should be understood that subsequent developments may affect the opinion and that Stephens did not undertake any obligation to update, revise or reaffirm the opinion or otherwise comment on events occurring after the date of the opinion. Stephens further noted that volatility or disruptions in the credit and financial markets relating to, among other things, potential future changes in the rate of inflation or prevailing rates of interest or other market developments or disruptions, or the effects of any global conflicts or hostilities, or any other disaster or adversity may or may not have an effect on Maple or BNS, and Stephens did not express an opinion as to the effects of such volatility or disruptions on the Merger or any party to the Merger. Stephens further expressed no opinion as to the prices at which BNS Common Shares or shares of Maple Common Stock may trade at any time subsequent to the announcement of the Merger.

In connection with developing its opinion, Stephens assumed that, in all respects material to its analyses:

 

(i)

the Merger and any related transactions will be consummated on the terms of the latest draft of the Merger Agreement provided to Stephens, without material waiver or modification;

 

36

(ii)

the representations and warranties of each party in the Merger Agreement and in all related documents and instruments referred to in the Merger Agreement are true and correct;

 

(iii)

each party to the Merger Agreement and all related documents will perform all of the covenants and agreements required to be performed by such party under such documents;

 

(iv)

all conditions to the completion of the Merger will be satisfied within the time frames contemplated by the Merger Agreement without any waivers;

 

(v)

that in the course of obtaining the necessary regulatory, lending or other consents or approvals (contractual or otherwise) for the Merger and any related transactions, no restrictions, including any divestiture requirements or amendments or modifications, will be imposed that would have a material adverse effect on the contemplated benefits of the Merger to the common stockholders of Maple;

 

(vi)

there has been no material change in the assets, liabilities, financial condition, results of operations, business or prospects of Maple or BNS since the date of the most recent financial statements made available to Stephens, and that no legal, political, economic, regulatory or other development has occurred that will adversely impact Maple or BNS; and

 

(vii)

the Merger will be consummated in a manner that complies with applicable law and regulations.

Stephens’ opinion was limited to whether the consideration to be received in the Merger was fair from a financial point of view to the common stockholders of Maple (solely in their capacity as such) as of the date of the opinion. Stephens was not asked to, and it did not, offer any opinion as to the terms of the Merger Agreement or the form of the Merger or any aspect of the Merger, other than the fairness, from a financial point of view, of the consideration to be received in the Merger by the common stockholders of Maple (solely in their capacity as such). The opinion did not address the merits of the underlying decision by Maple to pursue the Merger, the merits of the Merger as compared to other alternatives potentially available to Maple or the relative effects of any alternative transaction in which Maple might engage, nor is it intended to be a recommendation to any person or entity as to any specific action that should be taken in connection with the Merger, including with respect to how to vote or act with respect to the Merger. Moreover, Stephens did not express any opinion as to the fairness of the amount or nature of the compensation to any of Maple’s officers, directors or employees, or to any group of such officers, directors or employees, whether relative to the compensation to other shareholders of Maple or otherwise.

The following is a summary of the material financial analyses performed and material factors considered by Stephens in connection with developing its opinion. In performing the financial analyses described below, Stephens relied on the financial and operating data, projections and other financial information and assumptions concerning Maple provided by management of Maple, and Stephens reviewed with Maple’s management and board of directors certain assumptions concerning Maple upon which the analyses were based, as well as other factors. Although this summary does not purport to describe all of the analyses performed or factors considered by Stephens, it does set forth those analyses considered by Stephens to be material in arriving at its opinion. The preparation of a fairness opinion is a complex analytical process involving various determinations as to the appropriate and relevant methods of financial analysis and the application of those methods to the particular circumstances. Therefore, a fairness opinion is not readily susceptible to partial analysis or summary description. The order of the summaries of analyses described does not represent the relative importance or weight given to those analyses by Stephens. It should be noted that in arriving at its opinion, Stephens did not attribute any particular weight to any analysis or factor considered by it, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, Stephens believes that its analysis must be considered as a whole and that considering any portion of such analyses and factors, without considering all analyses and factors as a whole, could create a misleading or incomplete view of the process underlying its opinion. The financial analyses summarized below include information presented in tabular format. The tables alone do not constitute a complete description of the financial analyses summarized below. Accordingly, Stephens’ analyses and the summary of its analyses must be considered as a whole, and selecting portions of its

 

37

analyses and factors or focusing on the information presented below in tabular format, without considering all analyses and factors or the full narrative description of the financial analyses, including the methodologies and assumptions underlying the analyses, could create a misleading or incomplete view of the process underlying Stephens’ analyses and opinion.

Summary of Merger

Pursuant to the Merger Agreement, and subject to the terms, conditions and limitations set forth therein, Stephens understood that each outstanding share of Maple Common Stock (other than excluded shares and dissenting shares) will be converted into the right to receive a number of BNS Common Shares determined in accordance with the Merger Agreement as of the date of closing of the Merger contemplated by the Merger Agreement, based upon (i) Maple’s Closing Equity Capital (as defined in the Merger Agreement) plus $25,000,000, and (ii) the 10-day volume-weighted average trading price of BNS Common Shares over the 10 trading days immediately preceding the closing date of the Merger. Based upon the unaudited financial information of Maple as of and for the 12 months ended March 31, 2026, Stephens calculated the following transaction values and multiples:

 

		Based on MRQ				Based on Projected Close(1,2)
Aggregate Transaction Value (in millions)		$	123.7			$	127.1
Transaction Value / Tangible Book Value(3)			1.25	x			1.28	x
Transaction Value / LTM Earnings			30.6	x			31.5	x
Transaction Value / 2026 Estimated Earnings(2)			31.7	x			32.5	x
Core Deposit Premium(4)			4.6	%			5.3	%

 

Source:

S&P Capital IQ Pro, Regulatory filings, Maple documents, Maple management

Note:

Multiples calculated on an aggregate basis

Note:

LTM = Last twelve months

1)	Based on an estimated closing date of December 31, 2026

2)	Based on projections provided by Maple management

3)	Tangible book value (denominator) for Maple includes convertible preferred equity

4)	Core Deposits is defined as total deposits, less time deposits over $l00 thousand

Relevant Texas Public Companies Analysis

Stephens compared the financial condition, operating statistics and market valuation of Maple to certain public companies selected by Stephens and their respective public trading values. Stephens selected the companies outlined below because their relative asset size and financial performance, among other factors, were reasonably similar to Maple; however, no selected company below was identical or directly comparable to Maple. A complete analysis involves complex considerations and qualitative judgments concerning differences in financial and operating characteristics and other factors that could affect the public trading values of the relevant public companies. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using relevant public company data.

Stephens selected the following public companies based on the criteria set forth below:

Texas banks and thrifts listed on a major exchange with total assets under $10 billion, excluding Texas Community Bancshares, Inc. and Triumph Financial, Inc.

 

(1)

Southside Bancshares, Inc. (SBSI)

 

(2)

Third Coast Bancshares, Inc. (TCBX)

 

38

(3)

South Plains Financial, Inc. (SPFI)

To perform this analysis, Stephens reviewed publicly available financial information as of and for the last 12-month period ended March 31, 2026, or the most recently reported period available, and the market trading multiples of the selected public companies based on May 27, 2026 closing prices. The financial data included in the table presented below may not correspond precisely to the data reported in historical financial statements as a result of the assumptions and methods used by Stephens to compute the financial data presented. The table below contains information reviewed and utilized by Stephens in its analysis:

 

Metric		Maple (MRQ)				Maple (Based on Proj. Close(1,2))				25th Percentile				Median				75th Percentile
Total Assets (in millions)		$	1,011			$	1,011			$	5,614			$	6,582			$	7,692
Loans / Deposits			96.0	%			96.0	%			74.5	%			77.1	%			84.5	%
Tangible Common Equity / Tangible Assets			9.8	%(3)			9.8	%(3)			7.9	%			8.1	%			9.3	%
MRQ Cost of Deposits			2.57	%			2.57	%			2.02	%			2.13	%			2.69	%
Noninterest-bearing Deposits / Total Deposits			17.8	%			17.8	%			15.0	%			20.0	%			22.8	%
Nonperforming Assets / Total Assets			0.13	%			0.13	%			0.11	%			0.11	%			0.34	%
MRQ Net Chargeoffs / Avg. Loans			0.02	%			0.02	%			0.01	%			0.01	%			0.03	%
MRQ Core ROAA(4)			0.19	%			0.19	%			1.18	%			1.25	%			1.33	%
MRQ Net Interest Margin			3.16	%			3.16	%			3.34	%			3.67	%			3.86	%
MRQ Efficiency Ratio			89.4	%			89.4	%			56.9	%			58.9	%			60.6	%
MRQ Yield on Loans			6.22	%			6.22	%			6.28	%			6.73	%			6.93	%
Market Capitalization (in millions)			—				—			$	707			$	777			$	878
LTM Average Daily Trading Volume(5) (in millions)			—				—			$	2.8			$	2.8			$	3.4
Price / Tangible Book Value			1.25	x(6)			1.28	x(6)			1.29	x			1.37	x			1.43	x
Price / LTM Earnings			30.6	x			31.5	x			9.7	x			10.1	x			10.6	x
Price / 2026 Estimated Earnings(7)			31.7	x(2)			32.5	x(2)			9.8	x			10.0	x			10.2	x
Dividend Yield			—				—				0.8	%			1.6	%			3.0	%

 

Source:

S&P Capital IQ Pro, Regulatory filings, FactSet, Maple documents, Maple management

Note:

Consolidated financial data shown for Maple, unless otherwise noted

Note:

Bank-level data shown for Maple for: MRQ Cost of Deposits, Noninterest-bearing Deposits / Total Deposits, Nonperforming Assets / Total Assets, MRQ Net Chargeoffs / Avg. Loans, and MRQ Yield on Loans

Note:

MRQ = Most recent quarter; LTM = Last Twelve months

1)	Based on an estimated closing date of December 31, 2026

2)	Based on projections provided by Maple management

3)	Tangible common equity for Maple includes convertible preferred equity

4)	MRQ Core ROAA excludes one-time items

5)	Calculated based on the LTM Average Daily Trading Volume (in shares), multiplied by the most recent available share price

6)	Tangible book value (denominator) for Maple includes convertible preferred equity

7)	Multiples for the Relevant Texas Public Companies are based on research consensus estimates

Relevant Nationwide Public Companies Analysis

Stephens compared the financial condition, operating statistics and market valuation of Maple to certain public companies selected by Stephens and their respective public trading values. Stephens selected the companies outlined below because their relative asset size and financial performance, among other factors, were reasonably similar to Maple; however, no selected company below was identical or directly comparable to Maple. A complete analysis involves complex considerations and qualitative judgments concerning differences

 

39

in financial and operating characteristics and other factors that could affect the public trading values of the relevant public companies. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using relevant public company data.

Stephens selected the following public companies based on the criteria set forth below:

U.S. banks and thrifts listed on a major exchange with total assets between $750 million and $2 billion, MRQ Core ROAA between 0.00% and 0.75%, and Nonperforming Assets / Assets below 1.50%.

 

(1)

Union Bankshares, Inc. (UNB)

 

(2)

AmeriServ Financial, Inc. (ASRV)

 

(3)

Riverview Bancorp, Inc. (RVSB)

 

(4)

Broadway Financial Corp. (BYFC)

 

(5)

GBank Financial Holdings Inc. (GBFH)

 

(6)

FB Bancorp, Inc. (FBLA)

 

(7)

Provident Financial Holdings, Inc. (PROV)

 

(8)

First US Bancshares, Inc. (FUSB)

 

(9)

SR Bancorp, Inc. (SRBK)

 

(10)

Sound Financial Bancorp, Inc. (SFBC)

To perform this analysis, Stephens reviewed publicly available financial information as of and for the last 12-month period ended March 31, 2026, or the most recently reported period available, and the market trading multiples of the selected public companies based on May 27, 2026 closing prices. The financial data included in the table presented below may not correspond precisely to the data reported in historical financial statements as a result of the assumptions and methods used by Stephens to compute the financial data presented. The table below contains information reviewed and utilized by Stephens in its analysis:

 

Metric		Maple (MRQ)				Maple (Based on Proj. Close  (1,2))				25th Percentile				Median				75th Percentile
Total Assets (in millions)		$	1,011			$	1,011			$	1,178			$	1,329			$	1,454
Loans / Deposits			96.0	%			96.0	%			87.2	%			92.1	%			97.9	%
Tangible Common Equity / Tangible Assets			9.8	%(3)			9.8	%(3)			7.9	%			9.1	%			11.6	%
MRQ Cost of Deposits			2.57	%			2.57	%			1.67	%			1.88	%			2.15	%
Noninterest-bearing Deposits / Total Deposits			17.8	%			17.8	%			12.8	%			14.5	%			19.2	%
Nonperforming Assets / Total Assets			0.13	%			0.13	%			0.11	%			0.61	%			0.83	%
MRQ Net Chargeoffs / Avg. Loans			0.02	%			0.02	%			0.00	%			0.05	%			0.23	%
MRQ Core ROAA(4)			0.19	%			0.19	%			0.36	%			0.44	%			0.56	%
MRQ Net Interest Margin			3.16	%			3.16	%			2.99	%			3.20	%			3.48	%
MRQ Efficiency Ratio			89.4	%			89.4	%			77.3	%			81.1	%			83.0	%
MRQ Yield on Loans			6.22	%			6.22	%			5.36	%			5.58	%			5.84	%
Market Capitalization (in millions)			—				—			$	94			$	108			$	143
LTM Average Daily Trading Volume(5) (in millions)			—				—			$	0.1			$	0.3			$	0.8
Price / Tangible Book Value			1.25x	(6)			1.28x	(6)			0.82x				0.94x				0.99x
Price / LTM Earnings			30.6x				31.5x				14.3x				18.0x				25.1x
Price / 2026 Estimated Earning(7)			31.7x	(2)			32.5x	(2)			14.9x				15.5x				16.7x
Dividend Yield			—				—				0.3	%			1.8	%			2.8	%

 

Source:

S&P Capital IQ Pro, Regulatory, filings, FactSet, Maple documents, Maple management

 

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Note:

Consolidated financial data shown for Maple, unless otherwise noted

Note:

Bank-level data shown for Maple for: MRQ Cost of Deposits, Noninterest-bearing Deposits / Total Deposits, Nonperforming Assets / Total Assets, MRQ Net Chargeoffs / Avg. Loans, and MRQ Yield on Loans

Note:

Negative P / E multiples are considered to be “Not Meaningful”

Note:

MRQ = Most recent quarter; LTM = Last twelve months

1)	Based on an estimated closing date of December 31, 2026

2)	Based on projections provided by Maple management

3)	Tangible common equity for Maple includes convertible preferred equity

4)	MRQ Core ROAA excludes one-time items

5)	Calculated based on the LTM Average Daily Trading Volume (in shares), multiplied by the most recent available share price

6)	Tangible book value (denominator) for Maple includes convertible preferred equity

7)	Multiples for the Nationwide Relevant Public Companies are based on research consensus estimates

Relevant Nationwide Transactions Analysis

Stephens reviewed certain publicly available transaction multiples and related financial data for transactions with a target domiciled in the United States announced since January 1, 2025, where (i) the deal value was publicly disclosed, (ii) the target’s assets were between $750 million and $2 billion and (iii) the target’s LTM ROAA was between 0.00% and 0.75% (excluding any Merger of Equals (as defined by S&P Global Market Intelligence)). The following transactions were selected by Stephens because each target’s relative asset size, financial performance and operations, among other factors, was reasonably similar to Maple; however, no selected company or transaction below was identical or directly comparable to Maple or the Merger (in each transaction, the acquirer is listed first, the target is listed second and the transaction announcement date is noted parenthetically):

 

•

Arrow Financial Corp. / Adirondack Bancorp Inc. (2/26/2026)

 

•

Home Bancshares / Mountain Commerce Bancorp Inc. (12/8/2025)

 

•

First Mid Bancshares / Two Rivers Financial Group Inc. (10/30/2025)

 

•

ServBanc Holdco Inc. / IF Bancorp Inc. (10/30/2025)

 

•

Heritage Financial Corp. / Olympic Bancorp Inc. (9/25/2025)

 

•

First Fincl. Bancorp. / BankFinancial Corp (8/11/2025)

 

•

Bank First Corp. / Centre 1 Bancorp Inc. (7/18/2025)

 

•

Bus. First Bancshares Inc. / Progressive Bancorp Inc. (7/7/2025)

 

•

Investar Holding Corp. / Wichita Falls Bancshares Inc. (7/1/2025)

 

•

TowneBank / Old Point Financial Corp. (4/3/2025)

 

•

Old Second Bancorp Inc. / Bancorp Financial Inc. (2/25/2025)

Stephens considered these selected transactions to be reasonably similar, but not identical or directly comparable, to the Merger. A complete analysis involves complex considerations and qualitative judgments concerning differences in the selected transactions and other factors that could affect the transaction values in those selected transactions as compared with the Merger. Mathematical analysis (such as determining the median) is not in itself a meaningful method of using selected transaction data. Stephens compared certain proposed transaction multiples of the Merger to the 25th percentile, median and 75th percentile transaction multiples of the selected transactions:

 

41

Metric		Based on MRQ				Based on Projected Close(1,2)				25th Percentile				Median				75th Percentile
Transaction Value (in millions)		$	123.7			$	127.1			$	89.5			$	142.0			$	175.5
Stock Consideration Percentage			100%				100%				76%				100%				100%
Transaction Value / Tangible Book Value			1.25x	(3)			1.28x	(3)			1.05x				1.22x				1.45x
Transaction Value / LTM Earnings			30.6x				31.5x				16.9x				24.4x				32.1x
Core Deposit Premium(4)			4.6%				5.3%				1.0%				2.6%				6.3%
Target Total Assets (in millions)		$	1,011			$	1,011			$	1,065			$	1,449			$	1,564
Target Tangible Common Equity / Tangible Assets			9.8%	(5)			9.8%	(5)			7.0%				7.8%				9.0%
Target LTM ROAA			0.39%				0.39%				0.47%				0.51%				0.62%
Target Nonperforming Assets / Assets			0.1%				0.1%				0.1%				0.3%				0.6%

 

Source:

S&P Capital IQ Pro, Regulatory filings, Maple documents

Note:

Enova’s acquisition of Grasshopper is excluded due to nontraditional banking models

Note:

Transaction pricing multiples for the Company are calculated on an aggregate basis

Note:

Maple financial data shown reflects consolidated metrics, except for Nonperforming Assets / Assets (bank-level shown)

Note:

LTM = Last twelve months

1)	Based on an estimated closing date of December 31, 2026

2)	Based on projections provided by Maple management

3)	Tangible book value (denominator) for Maple includes convertible preferred equity

4)	Core Deposits is defined as Total Deposits, less Time Deposits over $100 thousand

5)	Tangible common equity for Maple includes convertible preferred equity

Discounted Cash Flow Analysis – Price to Earnings

Stephens performed a standalone discounted cash flow analysis of Maple to estimate a range of implied equity values for Maple. This analysis was based on the discounted net present value of the projected after-tax free cash flows for Maple over the projected period. In performing this analysis, Stephens used (i) financial information and data provided by Maple, and (ii) financial forecasts and projections provided by the management team of Maple. See the section below entitled “The Merger—Certain Unaudited Prospective Financial Information” for additional information regarding the unaudited prospective financial information provided to Stephens by management of Maple and approved by Maple for Stephens’ use and reliance in performing its analysis. Stephens determined the range of projected after-tax free cash flows for Maple assuming (i) the financial information, forecasts and projections described above, (ii) projected annual dividend payments representing earnings and excess capital (if any) above a tangible common equity to tangible asset ratio of 9.0% from 2026 to 2030 and (iii) a range of standalone terminal values derived by applying price to earnings multiples ranging from 9.0x to 11.0x to Maple’s projected net income for the year ending December 31, 2030. To reconcile net income to future cash flow, Stephens applied adjustments for (a) a pre-tax opportunity cost of cash of 3.64% and (b) a marginal tax rate of 21%.

In selecting the terminal price to earnings multiples range for Maple, Stephens considered the trading multiples of Maple and of the comparable publicly traded companies discussed in the section entitled “The Merger—Relevant Texas Public Companies Analysis.” Exercising its professional judgment, Stephens selected a range of 9.0x to 11.0x as the terminal price to earnings multiples range. The following table summarizes the range of terminal values of Maple that Stephens calculated based upon Maple’s estimated net income for the year ending December 31, 2030, and the range of terminal price to earnings multiples of 9.0x to 11.0x:

 

2030 Maple Net Income (in millions)		$	17.7			$	17.7			$	17.7
Less: Opportunity Cost of Cash (after tax)		$	0.4			$	0.4			$	0.4
2030 Maple Adjusted Net Income (in millions)		$	17.3			$	17.3			$	17.3
2030 Maple Adjusted Net Income (in millions)		$	17.3			$	17.3			$	17.3
Times: Terminal Multiple			9.0x				10.0x				11.0x
Terminal Value (in millions)		$	155.5			$	172.7			$	190.0

 

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Stephens then discounted the range of projected after-tax free cash flows to present value using discount rates ranging from 14.0% to 16.0%, which Stephens selected to reflect its estimate of Maple’s cost of equity. Based on this analysis, Stephens derived an implied intrinsic aggregate value range for Maple of $88.6 million to $114.5 million.

The discounted cash flow analysis is a widely used valuation methodology, but the results of this methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, capital levels and discount rates. The analysis did not purport to be indicative of the actual values or expected values of Maple. The actual results may vary from the projected results, any of these assumptions might not be realized in future operations and the variations may be material.

Discounted Cash Flow Analysis – Price to Tangible Book Value

Stephens performed a standalone discounted cash flow analysis of Maple to estimate a range of implied equity values for Maple. This analysis was based on the discounted net present value of the projected after-tax free cash flows for Maple over the projected period. In performing this analysis, Stephens used (i) financial information and data provided by Maple, and (ii) financial forecasts and projections provided by the management team of Maple. See the section below “The Merger—Certain Unaudited Prospective Financial Information” for additional information regarding the unaudited prospective financial information provided to Stephens by management of Maple and approved by Maple for Stephens’ use and reliance in performing its analysis. Stephens determined the range of projected after-tax free cash flows for Maple assuming (i) the financial information, forecasts and projections described above, (ii) projected annual dividend payments representing earnings and excess capital (if any) above a tangible common equity to tangible asset ratio of 9.0% from 2026 to 2030 and (iii) a range of standalone terminal values derived by applying price to tangible book value multiples ranging from 1.20x to 1.40x to Maple’s projected tangible book value for the year ending December 31, 2030. To reconcile net income to future cash flow, Stephens applied adjustments for (a) a pre-tax opportunity cost of cash of 3.64% and (b) a marginal tax rate of 21%.

In selecting the terminal price to earnings multiples range for Maple, Stephens considered the trading multiples of Maple and of the comparable publicly traded companies discussed in the section entitled “The Merger—Relevant Texas Public Companies Analysis.” Exercising its professional judgment, Stephens selected a range of 1.20x to 1.40x as the terminal price to tangible book value multiples range. The following table summarizes the range of terminal values of Maple that Stephens calculated based upon Maple’s estimated tangible book value for the year ending December 31, 2030, and the range of terminal price to tangible book value multiples of 1.20x to 1.40x:

 

2030 Maple Tangible Book Value (in millions)		$	142.6			$	142.6			$	142.6
Times: Terminal Multiple			1.20x				1.30x				1.40x
Terminal Value (in millions)		$	171.1			$	185.4			$	199.7

Stephens then discounted the range of projected after-tax free cash flows to present value using discount rates ranging from 14.0% to 16.0%, which Stephens selected to reflect its estimate of Maple’s cost of equity. Based on this analysis, Stephens derived an implied intrinsic aggregate value range for Maple of $96.4 million to $119.7 million.

The discounted cash flow analysis is a widely used valuation methodology, but the results of this methodology are highly dependent on the assumptions that must be made, including asset and earnings growth rates, terminal values, capital levels and discount rates. The analysis did not purport to be indicative of the actual values or expected values of Maple. The actual results may vary from the projected results, any of these assumptions might not be realized in future operations and the variations may be material.

Miscellaneous

The preparation of a fairness opinion is a complex process and is not susceptible to a partial analysis or summary description. Stephens believes that its analyses must be considered as a whole and that selecting

 

43

portions of its analyses, without considering the analyses taken as a whole, would create an incomplete view of the process underlying its opinion. In addition, Stephens considered the results of all such analyses and did not assign relative weights to any of the analyses, but rather made qualitative judgments as to significance and relevance of each analysis and factor, so the results from any particular analysis described above should not be taken to be the view of Stephens.

In performing its analyses, Stephens made numerous assumptions with respect to industry performance, general business, economic and regulatory conditions and other matters, many of which are beyond the control of Maple. The analyses performed by Stephens are not necessarily indicative of actual values, trading values or actual future results which might be achieved, all of which may be significantly more or less favorable than suggested by such analyses. The analyses do not purport to be appraisals or to reflect the prices at which companies may actually be sold, and such estimates are inherently subject to uncertainty.

Stephens is serving as financial advisor to Maple in connection with the Merger and is entitled to receive from Maple reimbursement of its expenses and a fee in the amount of 1.75% of the consideration to be received in connection with the Merger for its services as financial advisor to Maple, a significant portion of which is contingent upon the consummation of the Merger. Stephens also received a fee in the amount of $350,000 from Maple upon rendering its fairness opinion, which opinion fee will be credited in full against the fee which will become payable to Stephens upon the closing of the Merger. Maple has also agreed to indemnify Stephens against certain claims and liabilities that could arise out of Stephens’ engagement, including certain liabilities that could arise out of Stephens’ providing its opinion.

Stephens is familiar with Maple and BNS, but has not received fees for providing investment banking services from either Maple or BNS within the past two years. Stephens expects to pursue future investment banking services assignments with participants in the Merger.

In the ordinary course of its business, Stephens and its affiliates and employees at any time may hold long or short positions and may trade or otherwise effect transactions as principal or for the accounts of customers, in debt, equity or derivative securities of participants in the Merger.

Certain Unaudited Prospective Financial Information

BNS and Maple do not as a matter of course make public projections as to future performance, revenues, earnings or other financial results due to, among other reasons, the inherent uncertainty of the underlying assumptions and estimates of any such projections. However, Maple is including in this prospectus certain unaudited prospective financial information that was made available by Maple to Stephens for the purpose of Stephens performing its financial analysis in connection with rendering its opinion to the Maple board of directors, as described above under the section entitled “The Merger—Opinion of Maple’s Financial Advisor.” This unaudited prospective financial information was prepared solely by Maple management and was not prepared, provided to, reviewed or approved by BNS management or the BNS board of directors. By inclusion of this information, the respective managements and boards of directors of BNS and Maple and Maple’s financial advisor assume no responsibility for the unaudited prospective financial information. The inclusion of this information should not be regarded as an indication that any of BNS, Maple, Stephens, their respective representatives or any other recipient of this information considered, or now considers, it to be necessarily predictive of actual future results, or that it should be construed as financial guidance, and it should not be relied on as such.

The information regarding Maple below was prepared solely by Maple management for internal use and is subjective in many respects. While presented with numeric specificity, the unaudited prospective financial information reflects numerous estimates and assumptions made solely by Maple management with respect to business, economic, market, competition, regulatory and financial conditions and matters specific to Maple’s business, all of which are difficult to predict and many of which are beyond Maple’s control. The unaudited

 

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prospective financial information of Maple reflects both assumptions solely by Maple management as to certain business decisions that are subject to change and, in many respects, subjective judgment solely by Maple management, and thus is susceptible to multiple interpretations and periodic revisions based on actual experience and business developments. No assurance can be given that the unaudited prospective financial information and the underlying estimates and assumptions will be realized. Actual results may differ materially from those set forth below, and important factors that may affect actual results and cause the unaudited prospective financial information to be inaccurate include, but are not limited to, risks and uncertainties relating to Maple’s business, industry performance, general business and economic conditions, competition, customer requirements and adverse changes in applicable laws, regulations or rules. For other factors that could cause actual results to differ, see the sections entitled “Risk Factors” beginning on page [●] and “Cautionary Statement Regarding Forward-Looking Statements” beginning on page [●].

The unaudited prospective financial information was not prepared by Maple management with a view toward public disclosure, nor was it prepared with a view toward compliance with GAAP, the prevailing practices in the banking industry, published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation and presentation of prospective financial information. In addition, the unaudited prospective financial information requires significant estimates and assumptions that make it inherently less comparable to the similarly titled GAAP measures in BNS’s and Maple’s respective historical GAAP financial statements. Neither BNS’s nor Maple’s independent public accountants nor any other independent accountants have compiled, examined or performed any procedures with respect to the unaudited prospective financial information contained herein, nor have they expressed any opinion or any other form of assurance on such information or its achievability, and assume no responsibility for, and disclaim any association with, the prospective financial information.

Furthermore, the unaudited prospective financial information does not take into account any circumstances or events occurring after the date it was prepared. No assurance can be given that, had the unaudited prospective financial information been prepared as of the date of this prospectus, similar estimates and assumptions would be used. Neither BNS nor Maple intends to, and each expressly disclaims any obligation to, make publicly available any update or other revision to the unaudited prospective financial information to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error, or to reflect changes in general economic or industry conditions. The unaudited prospective financial information does not take into account the possible financial and other effects of the Merger and does not attempt to predict or suggest future results of the surviving company. The unaudited prospective financial information of Maple is presented strictly on a stand-alone basis and does not give effect to the Merger, including the impact of negotiating or executing the Merger Agreement, the expenses that may be incurred in connection with consummating the Merger, the potential synergies that may be achieved by the surviving company as a result of the Merger, the effect on Maple of any business or strategic decision or action that has been or will be taken as a result of the Merger Agreement having been executed, or the effect of any business or strategic decisions or actions that would likely have been taken if the Merger Agreement had not been executed, but which were instead altered, accelerated, postponed or not taken in anticipation of the Merger. Further, the unaudited prospective financial information does not take into account the effect on Maple of any possible failure of the Merger to occur.

None of BNS, Maple, Stephens or their respective affiliates, officers, directors, advisors or other representatives has made, makes or is authorized in the future to make any representation to any shareholder of BNS or Maple or other persons regarding Maple’s ultimate performance compared to the information contained in the unaudited prospective financial information or that the projected results will be achieved. The summary of the unaudited prospective financial information included below is not being included to influence your decision whether to approve the Maple Merger Proposal, but is being provided solely because it was made available to Stephens in connection with the Merger.

In light of the foregoing, and considering that the decision of Maple shareholders on the Maple Merger Proposal will be made many months after the unaudited prospective financial information was prepared, as well

 

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as the uncertainties inherent in any forecasted information, Maple shareholders are cautioned not to place unwarranted reliance on such information, and all Maple shareholders are urged to review the other information contained elsewhere in this prospectus for a description of BNS’s and Maple’s respective businesses, as well as BNS’s most recent SEC filings for a description of its reported financial results. See the section entitled “Where You Can Find More Information” beginning on page [●].

In performing its financial analysis with respect to Maple, Stephens used the following prospective financial information regarding Maple, which was provided to Stephens by the executive management team of Maple and was approved by Maple for use by Stephens in connection with developing its fairness opinion: (i) estimated net income for Maple of $3.9 million for the year ending 2026, $10.5 million for the year ending 2027 and $16.1 million for the year ending 2028; (ii) estimated total assets for Maple of $1.1 billion as of the year ending 2026, $1.3 billion as of the year ending 2027 and $1.4 billion as of the year ending 2028; (iii) estimated long-term net income growth rate for Maple of 5%; and (iv) estimated long-term total asset growth rate for Maple of 5%.

The foregoing prospective financial information regarding Maple was provided to Stephens by the executive management team of Maple and was approved by Maple for use by Stephens in connection with developing its fairness opinion, as described in this prospectus under the section entitled “The Merger—Opinion of Maple’s Financial Advisor.”

Interests of Maple’s Directors and Executive Officers in the Merger

For purposes of this prospectus, the executive officers of Maple are: (1) Anthony Davis, a director and Chairman and Chief Executive Officer of Maple and MapleMark Bank, (2) Eric Davis, a director and President of Maple and MapleMark Bank, (3) William Wolfe, a director and Chief Financial Officer of Maple and MapleMark Bank, (4) Gerald Shaughnessy Sutton, a director and Chief Lending Officer of Maple and MapleMark Bank, (5) William Prieur, a director and Dallas Market President of Maple and MapleMark Bank, (6) Rob Jentz, Chief Operations Officer of Maple and MapleMark Bank and (7) Charlie Reeves, Chief Commercial Officer of Maple and MapleMark Bank.

In the Merger, the directors and executive officers of Maple will receive the same consideration for their shares of Maple Common Stock as all other Maple shareholders. In considering the recommendation of the Maple board of directors that you execute and deliver a written consent approving the Maple Merger Proposal, you should be aware that some of Maple’s executive officers and directors have interests in the Merger, which may be different from, or in addition to, the interests of the Maple shareholders generally. These interests are described below. The Maple board of directors was aware of these interests and considered them, among other matters, in reaching its decision to unanimously approve the Merger Agreement and the transactions contemplated thereby and recommend that Maple shareholders execute and deliver written consents approving the Maple Merger Proposal.

Offer Letters with BNS

As a material inducement to BNS to enter into the Merger Agreement, BNS entered into offer letters with Anthony Davis, Eric Davis, William Wolfe, and Gerald Shaughnessy Sutton, which are designed to govern the terms and conditions of each individual’s service relationship with BNS following the Effective Time. Pursuant to the offer letters, Anthony Davis will serve as Chairman and CEO—MapleMark Bank—Senior Vice President, Eric Davis will serve as President—MapleMark Bank—Senior Vice President, William Wolfe will serve as Chief Financial Officer—MapleMark Bank and Gerald Shaughnessy Sutton will serve as Chief Lending Officer—Maple and MapleMark Bank. Each offer letter entitles the named individual to receive a base annual salary, sets forth eligibility terms for annual incentive bonuses and equity-based compensation and provides for participation in certain employee benefit plans of BNS, among other things. In addition, the offer letter for Mr. Sutton also sets forth his eligibility for a one-time restricted stock unit grant in the amount of $322,400, vesting ratably over three years, subject to the terms of the BNS equity plan documentation. Each offer letter also sets forth the conditions under which the employment relationship may be terminated and contains

 

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confidentiality, non-competition and non-solicitation obligations for a specified period of time. Each offer letter is effective as of immediately prior to the closing of the Merger, contingent on the occurrence of the closing and each individual’s continued employment with Maple through the closing. Prior to the Effective Time, BNS and its affiliates may also enter into employment or retention arrangements for other Maple and MapleMark Bank employees (including other executive officers).

Change in Control Payments

Maple and MapleMark Bank are parties to letter agreements with Anthony Davis, Eric Davis and William Wolfe, which provide, among other things, for lump sum cash change in control payments to such executives in connection with the closing of the Merger in full satisfaction of the severance payments and benefits payable pursuant to each such executive officer’s employment agreement with Maple and MapleMark Bank, subject to each executive executing a general release and the executive officer remaining employed with Maple and MapleMark Bank through the closing of the Merger. Maple and MapleMark Bank are also parties to change in control agreements with Gerald Shaughnessy Sutton and William Prieur, which provide, among other things, for lump sum cash change in control payments equal to one year of base salary to such executives upon a qualifying termination of employment (consisting of a termination by Maple and MapleMark Bank without cause or resignation by the executive officer for good reason) during the change in control period set forth in such agreements, subject to each executive executing and not revoking a general release. The aggregate amount of the change in control payments under such letter agreements and change in control agreements if the Merger were to be completed and such executive officers experienced a qualifying termination of employment on December 1, 2026 is approximately $7,069,825. Pursuant to his offer letter, in full satisfaction of all obligations to Mr. Sutton under his change in control agreement, Mr. Sutton is eligible to receive a lump sum retention award that vests and becomes payable on the first anniversary of the date on which the closing of the Merger occurs, subject to continued employment (or an earlier termination without cause or resignation for good reason) and execution and non-revocation of a release of claims.

The letter agreements with Anthony Davis, Eric Davis and William Wolfe also provide that, if the closing date of the Merger occurs prior to October 31, 2026, each executive will be entitled to receive a lump sum cash payment in respect of the annual cash bonus of the fiscal year of Maple in which the closing occurs based on actual performance of Maple through the closing date and in an amount equal to the amount that has been accrued by Maple with respect to such bonus in the ordinary course of business consistent with past practice as of the closing date. The estimated aggregate value of these lump sum cash payments that the applicable executive officers would receive if the Merger were to be completed on October 30, 2026 is approximately $0.7 million.

Anthony Davis, Eric Davis and William Wolfe also each retain the right to receive amounts due and payable under (i) the Supplemental Executive Retirement Plan, adopted by MapleMark Bank as of April 19, 2018, and (ii) the Supplemental Executive Retirement Plan, adopted by MapleMark Bank as of February 17, 2022 (collectively, the “SERPs”), notwithstanding the execution of the general release required in connection with the change in control payments. The SERPs provide for lump sum cash payments upon a change in control. The estimated aggregate value of the gross benefit that the applicable executive officers would receive under the SERPs if the Merger were to be completed on December 1, 2026 is approximately $5.0 million.

Treatment of Maple Equity Awards

At the Effective Time, subject to the terms and conditions of the Merger Agreement, any vesting conditions applicable to each Maple restricted stock award that is outstanding immediately prior to the Effective Time will accelerate in full and such Maple restricted stock award shall be cancelled and converted into the right to receive the per share Merger Consideration with respect to each share of Maple Common Stock underlying such Maple restricted stock award.

 

 

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At the Effective Time, subject to the terms and conditions of the Merger Agreement, each option to purchase shares of Maple Common Stock, whether vested or unvested, that is outstanding and unexercised immediately prior to the Effective Time and has a per share exercise price that is less than the Per Share Consideration Amount (each, an “In-the-Money Maple Option”) will be cancelled and will entitle the holder of such In-the-Money Maple Option to receive (without interest) a number of BNS Common Shares equal to the quotient (rounded down to the nearest whole number) of (1) the product of (x) the number of shares of Maple Common Stock subject to such In-the-Money Maple Option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Per Share Consideration Amount, less the exercise price per share payable with respect to such In-the-Money Maple Option immediately prior to the Effective Time, divided by (2) the Closing Price, less applicable taxes and withholdings. At the Effective Time, each option to purchase shares of Maple Common Stock that is not an In-the-Money Maple Option will be cancelled for no consideration or payment.

The following table sets forth the shares of Maple Common Stock underlying Maple restricted stock awards and options held by Maple’s directors and executive officers as of July 15, 2026:

 

Name of Director or Executive Officer		Number of Shares Underlying Maple Restricted Stock Awards				Number of Shares Underlying Maple Options
Anthony Davis			12,064				60,650
Eric Davis			12,064				60,650
William Wolfe			5,630				85,027
Boris Gutin			963				—
Jay Helm			963				—
Daryl Kirkham			963				5,716
Robert Langholz			963				—
John McNicholas			963				—
William Prieur			6,322				9,459
Gerald Shaughnessy Sutton			6,125				15,331
Ethan Underwood			963				—
(William) Hudson White			963				—
Don Kivowitz			963				—
Frank Murphy			963				—
Justin Cox			963				—
Rob Jentz			2,149				10,906
Charlie Reeves			3,457				3,737

The estimated aggregate amount that would be realized by the seven executive officers in respect of their restricted stock and outstanding stock options if the Merger were completed on December 1, 2026 is approximately $960,440, and the estimated aggregate amount that would be realized by the ten non-employee Maple directors in respect of their restricted stock and outstanding stock options if the Merger were completed on December 1, 2026 is approximately $123,139. The amounts in this paragraph were determined using equity awards outstanding as of July 15, 2026 and assuming (i) a Closing Equity Capital of $106,600,000, (ii) an aggregate of 11,572,451 outstanding shares of Maple Common Stock, shares of Maple Preferred Stock, shares of Maple Common Stock subject to outstanding Maple options and shares of Maple Common Stock subject to outstanding Maple warrants and (iii) a Per Share Consideration Amount of $11.37. These assumptions reflect estimates solely for purposes of this disclosure. These amounts do not attempt to forecast any additional equity award grants, issuances or forfeitures that may occur prior to the Effective Time following the date of this registration statement. As a result of the foregoing assumptions, which may or may not actually occur or be accurate on the relevant date, the actual amounts to be received by Maple’s directors and executive officers may materially differ from the amounts set forth above.

 

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Treatment of Maple Warrants and Maple Preferred Stock

Subject to the terms and conditions of the Merger Agreement, each warrant to purchase shares of Maple Common Stock that is outstanding immediately prior to the Effective Time shall be exercised on a net exercise basis, such that the holder of such warrant will be entitled to receive, if and when payable pursuant to the terms of the Merger Agreement, the excess of (a) the consideration that would be received with respect to the shares of Maple Common Stock acquired upon exercise of such warrant if it were exercised immediately prior to the Effective Time over (b) the aggregate exercise price therefor. As of July 15, 2026, there were 60,000 Maple warrants outstanding, and Anthony Davis and Eric Davis each hold 15,000 Maple warrants.

At the Effective Time, subject to the terms and conditions of the Merger Agreement, each share of Maple Preferred Stock issued and outstanding immediately prior to the Effective Time will be converted into the right to receive the per share Merger Consideration. As of July 15, 2026, there were 678,750 shares of Maple Preferred Stock issued and outstanding, all of which were held by entities affiliated with Boris Gutin, a director of Maple and MapleMark Bank.

Indemnification

The Merger Agreement provides that, for a period of no less than six years from and after the Effective Time, the resulting entity in the Merger will indemnify and hold harmless and will advance expenses as incurred, in each case solely if and to the extent (subject to applicable law) such persons are indemnified as of the date of the Merger Agreement by Maple pursuant to the Maple charter, the Maple bylaws, the governing or organizational documents of any subsidiary of Maple and any indemnification agreements in existence as of the date of the Merger Agreement and disclosed to BNS in the confidential disclosure letter that Maple delivered in connection with the Merger Agreement, each present and former director or officer of Maple and its subsidiaries (in each case, when acting in such capacity) against any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or was a director or officer of Maple or any of its subsidiaries and pertaining to matters existing or occurring at or prior to the Effective Time, including the transactions contemplated by the Merger Agreement; provided, that (1) in the case of advancement of expenses, the Maple indemnified party to whom expenses are advanced provides an undertaking (in a reasonable and customary form) to repay such advances if it is ultimately determined that such Maple indemnified party is not entitled to indemnification, and (2) no person shall be entitled to such indemnification for matters that are determined to be, or result from, breaches of any representations, warranties or covenants contained in the Merger Agreement.

In addition, pursuant to his offer letter with BNS, William Wolfe will be individually indemnified and held harmless by BNS to the fullest extent permitted by applicable law against all liability and loss suffered and expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him by reason of his position with BNS, with BNS authorized to advance expenses in connection with any proceeding in advance of its final disposition, subject to receipt of an undertaking to repay such advances if it is ultimately determined that he is not entitled to indemnification.

Regulatory Approvals Required for the Merger

To complete the Merger, BNS and Maple need to obtain approvals or consents from, or make filings with, a number of governmental entities. Subject to the terms of the Merger Agreement, BNS and Maple have agreed to cooperate with each other and use reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, all things necessary, proper or advisable to obtain the approval of certain governmental entities as promptly as practicable. These approvals include, among others, the approval of OSFI, the Federal Reserve and the TDOB. Under the terms of the Merger Agreement, BNS is not required to take any action, commit to take any action or agree to any condition or restriction in connection with obtaining these approvals that would reasonably be expected to result in a Burdensome Regulatory Condition.

 

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The approval of an application means only that the regulatory criteria for approval have been satisfied or waived. It does not mean that the approving authority has determined that the consideration to be received by holders of Maple Common Stock or Maple Preferred Stock (or depositary shares in respect thereof) is fair. Regulatory approval does not constitute an endorsement or recommendation of the Merger.

There can be no assurance that all of the regulatory approvals required in connection with the Merger Agreement and the Merger will be obtained and, if obtained, there can be no assurances regarding the timing of the approvals, the companies’ ability to obtain the approvals on satisfactory terms or the absence of litigation challenging such approvals. In addition, there can be no assurance that such approvals will not impose conditions or restrictions that, individually or in the aggregate, would or could reasonably be expected to have a material adverse effect on BNS and its subsidiaries, taken as a whole, after giving effect to the Merger. There can likewise be no assurances that governmental authorities will not attempt to challenge the Merger or, if such a challenge is made, what the result of such challenge will be.

Office of the Superintendent of Financial Institutions

The transactions contemplated by the Merger Agreement also require prior approval of OSFI in accordance with the requirements of the applicable laws and regulations of Canada. OSFI takes into consideration a number of factors when deciding whether notifications comply with the requirements of the Bank Act (Canada).

The initial filing of the application to OSFI occurred on June 29, 2026 pursuant to the Bank Act (Canada) §§ 468(6) and 65(1).

Board of Governors of the Federal Reserve System

The transactions contemplated by the Merger Agreement are subject to approval by the Federal Reserve pursuant to section 3 of the Bank Holding Company Act of 1956, as amended (the “BHC Act”), with respect to the Merger, and applications for these approvals by the Federal Reserve were filed on June 29, 2026. The Federal Reserve takes into consideration a number of factors when acting on applications under section 3 of the BHC Act. These factors include the financial and managerial resources (including consideration of the competence, experience and integrity of the officers, directors and principal shareholders, as well as the pro forma capital ratios) and future prospects of the combined organization. The Federal Reserve also considers the effectiveness of the applicant in combatting money laundering, the convenience and needs of the communities to be served and the extent to which the proposal would result in greater or more concentrated risks to the stability of the U.S. banking or financial system. The Federal Reserve may not approve a proposal that would have significant adverse effects on competition or on the concentration of resources in any banking market. The parties also believe that the Federal Reserve will consider Maple’s record of compliance with law and regulation.

In considering an application under section 3 of the BHC Act, the Federal Reserve also reviews the records of performance of the relevant insured depository institutions under the Community Reinvestment Act (the “CRA”), pursuant to which the Federal Reserve must also take into account the record of performance of Maple in meeting the credit needs of the entire community, including low and moderate income neighborhoods, served by their depository institution subsidiaries, including Maple’s financial stability. As part of the review process in merger transactions, the Federal Reserve frequently receives protests from community groups and others. In its most recent CRA performance evaluations, Maple’s subsidiary, MapleMark Bank, received an overall “satisfactory” regulatory rating.

The BHC Act requires published notice of, and the opportunity for public comment on, the applications to the Federal Reserve. The Federal Reserve takes into account the views of third-party commenters, particularly on the subject of the merging parties’ CRA performance and record of service to their communities. The Federal Reserve is also authorized to hold one or more public hearings or meetings if it determines that such hearings or meetings would be appropriate. The receipt of written comments or any public meeting or hearing could prolong the period during which the applicable application is under review by the Federal Reserve.

 

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Texas Department of Banking

The transaction contemplated by the Merger Agreement involves the conversion of MapleMark Bank from an Oklahoma state-chartered member bank with its main office in Tulsa, Oklahoma to a Texas state-chartered member bank with its main office in Dallas, Texas, effective as of and contingent upon the closing of the Merger. The conversion of MapleMark Bank to a Texas state-chartered bank requires prior approval of the TDOB in accordance with the requirements of the applicable laws and regulations of the State of Texas. The TDOB takes into consideration a number of factors when deciding whether notifications comply with the requirements of the Texas Finance Code.

The initial filing of the application to the TDOB occurred on June 29, 2026 pursuant to Texas Finance Code § 32.502.

Expected Timing of the Merger

BNS and Maple expect to consummate the Merger in the fourth quarter of 2026. However, neither BNS nor Maple can predict the actual date on which the Merger will be completed, or if the Merger will be completed at all, because completion is subject to conditions and factors outside the control of both companies. Maple must first obtain the approval of holders of Maple Voting Stock for the Maple Merger Proposal. BNS and Maple must also obtain necessary regulatory approvals and satisfy certain other closing conditions. BNS and Maple expect the Merger to be completed promptly once Maple has obtained its required shareholders’ approvals and BNS and Maple have obtained necessary regulatory approvals and have satisfied the other closing conditions.

Subject to the terms and conditions set forth in the Merger Agreement, unless otherwise mutually agreed upon by the duly authorized officers of BNS and Maple, the parties will cause the closing of the transactions contemplated by the Merger Agreement to occur on the first day of the month immediately following the satisfaction or waiver of all the conditions set forth in the Merger Agreement (other than those conditions that by their nature are to be satisfied at the closing of the Merger, but subject to the satisfaction or waiver of those conditions at the closing), or such other date mutually agreed upon in writing by BNS and Maple.

Accounting Treatment of the Merger

The Merger will be accounted for by BNS as a business combination applying the acquisition method of accounting under International Financial Reporting Standards (“IFRS”). Accordingly, the fair value of the consideration transferred by BNS in connection with the Merger will be allocated to the identifiable assets acquired and liabilities assumed from Maple based on their estimated fair values as of the closing date of the Merger. The excess of the consideration transferred over the fair value of the identifiable net assets acquired will be recognized as goodwill. The determination of the fair values of the assets acquired and liabilities assumed, and the resulting purchase price allocation, will be based on management’s estimates and assumptions and is subject to refinement. The results of operations of Maple will be included in BNS’s consolidated results of operations from the closing date of the Merger.

Appraisal and Dissenters’ Rights in Connection with the Merger

General

If you hold one or more shares of Maple Voting Stock, you are entitled to dissenters’ rights under Texas law and have the right to dissent from the Merger and have the appraised fair value of your shares of Maple Voting Stock paid to you in cash. The appraised fair value may be more or less than the value of the BNS Common Shares (and cash in lieu of fractional shares) being paid in the Merger in exchange for your shares of Maple Voting Stock. If you are contemplating exercising your right to dissent, we urge you to read carefully the provisions of Chapter 10, Subchapter H of the Texas Business Organizations Code (the “TBOC”), which are attached to this prospectus as Annex C, and consult with your legal counsel before electing or attempting to exercise these rights. The following discussion describes the steps you must take if you want to exercise your right to dissent. You should read this summary and the full text of the law carefully.

 

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How to Exercise and Perfect Your Right to Dissent

To be eligible to exercise your right to dissent to the Merger:

 

•

you may not consent to the Maple Merger Proposal;

 

•

you must, not later than the 20th day after BNS sends you notice that the Merger was completed, provide BNS with a written demand for payment of the fair value of your shares of Maple Voting Stock that states the number and class of shares of Maple capital stock you own, your estimate of the fair value of such shares and an address to which a notice relating to the dissent and appraisal procedures may be sent; and

 

•

you must, not later than the 20th day after the date on which you make written demand for payment of the fair value of your shares of Maple Voting Stock, submit to BNS your certificates representing Maple Voting Stock to which the demand relates for purposes of making a notation on the certificates that a demand for the payment of the fair value of your certificates representing Maple Voting Stock has been made.

If you consent to the Maple Merger Proposal or otherwise fail to comply with the steps required above, you will lose your right to dissent from the Merger. You will instead receive BNS Common Shares as described in the Merger Agreement. If you do not consent to the Maple Merger Proposal and the Merger is completed, BNS will send you a written notice advising you that the Merger has been completed. BNS must deliver this notice to you within 10 days after the Merger is completed.

Your Demand for Payment

If you wish to receive the fair value of your shares of Maple Voting Stock in cash, you must, within 20 days of the date the notice was delivered or mailed to you by BNS, send a written demand to BNS for payment of the fair value of your shares of Maple Voting Stock. The fair value of your shares of Maple Voting Stock will be the value of the shares on the day immediately preceding the Merger, excluding any appreciation or depreciation in anticipation of the Merger. Your written demand and any notice addressed to BNS must be sent to:

The Bank of Nova Scotia

40 Temperance Street

Toronto, Ontario, Canada M5H 0B4

Attn: Corporate Secretary

(416) 866-3672

Your written demand must state how many shares of Maple Voting Stock you own and your estimate of the fair value of your shares of Maple Voting Stock. If you fail to send this written demand to BNS within 20 days of BNS’s delivery or mailing of your notice, you will be bound by the Merger Agreement and you will not be entitled to receive a cash payment representing the fair value of your shares of Maple Voting Stock. Instead, you will receive BNS Common Shares as described in the Merger Agreement.

In addition, not later than the 20th day after the date on which you make written demand for payment, you must submit to BNS your certificates representing Maple Voting Stock to which the demand relates for purposes of making a notation on the certificates that a demand for the payment of the fair value of your shares of Maple Voting Stock has been made. If you fail to submit your certificates within the required period, it will have the effect of terminating, at the option of BNS, your right to dissent and appraisal unless a court, for good cause shown, directs otherwise.

BNS’s Actions Upon Receipt of Your Demand for Payment

Within 20 days after BNS receives your demand for payment and your estimate of the fair value of your shares of Maple Voting Stock, BNS must send you written notice stating whether or not it accepts your estimate of the fair value of your shares.

 

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If BNS accepts your estimate, BNS will notify you that it will pay the amount of your estimated fair value within 90 days of the Merger being completed. BNS will make this payment to you only if you have surrendered the share certificates representing your shares of Maple Voting Stock, duly endorsed for transfer, to BNS.

If BNS does not accept your estimate, BNS will notify you of this fact and will make an offer of an alternative estimate of the fair value of your shares that it is willing to pay you within 120 days of the Merger being completed, which you may accept within 90 days or decline.

Payment of the Fair Value of Your Shares of Maple Voting Stock Upon Agreement of an Estimate

If you and BNS have reached an agreement on the fair value of your shares of Maple Voting Stock within 90 days after the Merger is completed, BNS must pay you the agreed amount within 120 days after the Merger is completed; provided that you have surrendered the share certificates representing your shares of Maple Voting Stock, duly endorsed for transfer, to BNS.

Commencement of Legal Proceedings if a Demand for Payment Remains Unsettled

If you and BNS have not reached an agreement as to the fair value of your shares of Maple Voting Stock within 90 days after the Merger is completed, you or BNS may, within 60 days after the expiration of the 90-day period, commence proceedings in Dallas County, Texas, asking the court to determine the fair value of your shares of Maple Voting Stock. The court will determine if you have complied with the dissent provisions and if you have become entitled to a valuation of and payment for your shares of Maple Voting Stock. The court will appoint one or more qualified persons to act as appraisers to determine the fair value of your shares. The appraisers will determine the fair value of your shares and will report this value to the court. The court will consider the report, and both you and BNS may address the court about the report. The court will determine the fair value of your shares and direct BNS to pay that amount, plus interest, which will begin to accrue 91 days after the Merger is completed.

Rights as a Shareholder

If you have made a written demand on BNS for payment of the fair value of your shares of Maple Voting Stock, you will not thereafter be entitled to vote or exercise any other rights as a shareholder except the right to receive payment for your shares as described herein and the right to maintain an appropriate action to obtain relief on the ground that the Merger would be or was fraudulent. In the absence of fraud in the transaction, your right under the dissent provisions described herein is the exclusive remedy for the recovery of the value of your shares or money damages with respect to the Merger.

Withdrawal of Demand

If you have made a written demand on BNS for payment of the fair value of your Maple Voting Stock, you may withdraw such demand at any time before payment for your shares has been made or before a petition has been filed with a court for determination of the fair value of your shares. If you withdraw your demand or are otherwise unsuccessful in asserting your dissenters’ rights, you will be bound by the Merger and your status as a shareholder will be restored without prejudice to any corporate proceedings, dividends or distributions which may have occurred during the interim.

Restrictions on Resales of BNS Common Shares Received in the Merger

The BNS Common Shares to be issued in connection with the Merger will be registered under the Securities Act and will be freely transferable under the Securities Act and the Exchange Act, except for shares issued to any shareholder who may be deemed to be an “affiliate” of BNS for purposes of Rule 144 under the Securities Act. Persons who may be deemed to be affiliates include individuals or entities that control, are controlled by, or are

 

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under common control with BNS and may include the executive officers, directors and significant BNS shareholders. This prospectus does not cover the resale of BNS Common Shares received by any person in connection with the Merger, and no person is authorized to make use of this prospectus in connection with any such resale.

The BNS Common Shares to be received by Maple shareholders as part of the Merger Consideration will not be subject to any resale restrictions under applicable Canadian securities laws, provided that (a) the trade is not a “control distribution” as defined in National Instrument 45-102—Resale of Securities of the Canadian securities administrators, (b) no unusual effort is made to prepare the market or to create a demand for the BNS Common Shares, (c) no extraordinary commission or consideration is paid to a person in respect of such sale and (d) if the selling security holder is an insider or officer of BNS, as the case may be, the selling security holder has no reasonable grounds to believe that BNS is in default of applicable Canadian securities law.

 

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THE MERGER AGREEMENT

This section of the prospectus describes the material terms of the Merger Agreement. The description in this section and elsewhere in this prospectus is subject to, and qualified in its entirety by reference to, the complete text of the Merger Agreement, which is attached as Annex A to this document and incorporated by reference herein. This summary does not purport to be complete and may not contain all of the information about the Merger Agreement that may be important to you. We urge you to read the full text of the Merger Agreement carefully and in its entirety, as it is the legal document governing the Merger. This section is not intended to provide you with any factual information about BNS or Maple. Such information can be found elsewhere in this prospectus and in the public filings BNS makes with the SEC and the successor system to the Canadian Securities Administrators’ System for Electronic Document Analysis and Retrieval, the website of which is accessible at www.sedarplus.ca, and any further successor of the Canadian Securities Administrators for the transmission, receipt, acceptance, review and dissemination of documents filed in electronic format (“SEDAR+”) as described in the section entitled “Where You Can Find More Information.”

Explanatory Note Regarding the Merger Agreement

The Merger Agreement and this summary of terms in this prospectus are included to provide you with certain information regarding the terms of the Merger Agreement. Factual disclosures about BNS and Maple contained in this prospectus or in documents of BNS filed with the SEC or on SEDAR+ may supplement, update or modify the factual disclosures about BNS and Maple contained in the Merger Agreement. The Merger Agreement contains representations and warranties by Maple, on the one hand, and by BNS and Merger Sub, on the other hand, made solely for the benefit of the other and not for any other party. The representations, warranties and covenants made in the Merger Agreement by BNS and Merger Sub and Maple were qualified and subject to important limitations agreed to by BNS and Merger Sub and Maple in connection with the negotiation of the terms of the Merger Agreement. In particular, in your review of the representations and warranties contained in the Merger Agreement and described in this summary, it is important to bear in mind that the representations and warranties were negotiated with the principal purpose of establishing circumstances in which a party to the Merger Agreement may have the right not to consummate the Merger if the representations and warranties of the other party prove to be untrue or inaccurate due to a change in circumstance or otherwise, and allocating risk between the parties to the Merger Agreement, rather than establishing matters as facts. The representations and warranties also may be subject to a contractual standard of materiality different from that generally applicable to shareholders and reports and documents filed with the SEC or on SEDAR+, and some were qualified by the matters contained in the confidential disclosure letter that Maple delivered in connection with the Merger Agreement (the “Maple Disclosure Letter”). Moreover, information concerning the subject matter of the representations and warranties, which do not purport to be accurate as of the date of this prospectus, may have changed since the date of the Merger Agreement. Accordingly, the representations and warranties in the Merger Agreement should not be relied on by any persons as characterizations of the actual state of facts about BNS and Merger Sub and Maple at the time they were made or otherwise. For more information, see “Where You Can Find More Information” beginning on page [●].

Structure of the Merger

Each of BNS’s and Maple’s respective boards of directors approved the entering into of the Merger Agreement. Under the Merger Agreement, Merger Sub will merge with and into Maple, with Maple as the surviving corporation. The Merger is expected to be completed later in 2026.

From time to time prior to the Effective Time, BNS may, in its sole discretion, change the method or structure of effecting the transactions contemplated by the Merger Agreement; provided, however, that unless the Merger Agreement is amended in accordance with its terms, no such change may (i) alter or change the Merger Consideration; (ii) be reasonably likely to prevent the Merger from qualifying for the “Intended Tax Treatment” (as defined in the Merger Agreement); (iii) impose any material additional compliance or regulatory obligations on Maple prior to the Effective Time; (iv) materially delay or jeopardize the receipt of any required regulatory approval; or (v) materially impede or delay the consummation of the transactions contemplated by the Merger Agreement.

 

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Merger Consideration

Subject to the terms and conditions of the Merger Agreement, at the Effective Time, each share of Maple Common Stock and Maple Preferred Stock, in each case issued and outstanding immediately prior to the Effective Time, except for shares of Maple Common Stock or Maple Preferred Stock owned by Maple or BNS and, in the case of Maple Common Stock, any shares as to which appraisal rights have been properly perfected and not withdrawn or lost, will be converted into the right to receive a number of BNS Common Shares equal to the quotient, rounded to the nearest one-thousandth, of the Per Share Consideration Amount divided by the Closing Price. The “Per Share Consideration Amount” is calculated by dividing (i) the sum of $25 million and the Closing Equity Capital by (ii) the aggregate number of shares of Maple Common Stock, shares of Maple Preferred Stock, shares of Maple Common Stock subject to outstanding Maple options and shares of Maple Common Stock subject to outstanding Maple warrants, in each case outstanding immediately prior to the closing of the Merger. The “Closing Equity Capital” will be an amount equal to the adjusted tangible equity capital of Maple and its subsidiaries on a consolidated basis as of the close of business on the business day immediately preceding the closing date of the Merger, as calculated in accordance with the Merger Agreement. The “Closing Price” will be based on the average of the daily volume-weighted average trading price per BNS Common Share for the 10-day period in which both the Canadian and U.S. markets are open for trading ending on the last such day immediately preceding the closing date of the Merger.

BNS Common Shares are listed on the New York Stock Exchange (“NYSE”) and Toronto Stock Exchange (“TSX”) under the symbol “BNS.” There is no established public trading market for shares of Maple Common Stock or Maple Preferred Stock.

The following table shows the closing sale prices of BNS Common Shares as reported on the NYSE and TSX, respectively, on May 28, 2026, the last full trading day before the public announcement of the Merger Agreement, and on [   ], 2026, the last practicable trading day before the date of this prospectus.

 

BNS Common Shares NYSE

BNS Common Shares TSX

Implied Value of One Share of Maple Common Stock

[   ], 2026

$

[ ]

C$

[ ]

$

[ ]

[   ], 2026

$

[ ]

C$

[ ]

$

[ ]

Maple shareholders will not have a right to receive the Merger Consideration until the Effective Time, which may occur a substantial period of time after the consent solicitation period, or not at all. There can be no assurance as to the trading prices of BNS Common Shares at the Effective Time. The market prices of BNS Common Shares are likely to fluctuate prior to the Effective Time and cannot be predicted. We urge you to obtain current market quotations for BNS Common Shares.

Fractional Shares

Former holders of Maple Common Stock or Maple Preferred Stock who would otherwise be entitled to a fraction of a BNS Common Share in connection with the Merger will instead receive, for the fraction of a share, an amount in cash (without interest and rounded to the nearest cent) determined by multiplying (i) the Closing Price by (ii) the fraction of a BNS Common Share (after taking into account all shares of Maple Common Stock held by such holder immediately prior to the Effective Time and rounded to the nearest one-thousandth when expressed in decimal form) that such shareholder would otherwise be entitled to receive pursuant to the Merger Agreement.

Governing Documents

The certificate of formation and bylaws of the resulting entity will each be determined by BNS in its sole discretion at any time at or prior to the Effective Time, until thereafter amended in accordance with applicable law.

 

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Treatment of Equity Awards and Employee Stock Purchase Plan

Under the terms and subject to the conditions set forth in the Merger Agreement, at the Effective Time, (i) each option granted under Maple’s 2017 Equity Incentive Plan (as amended or restated from time to time, the “Equity Plan”) in respect of Maple Common Stock that is outstanding and unexercised immediately prior to the Effective Time and has a per share exercise price that is less than the Per Share Consideration Amount, whether vested or unvested, will be cancelled and converted into the right to receive (without interest) a number of BNS Common Shares equal to the quotient (rounded down to the nearest whole number) of (1) the product of (x) the number of shares of Maple Common Stock subject to such option immediately prior to the Effective Time multiplied by (y) the excess, if any, of the Per Share Consideration Amount, less the exercise price per share payable with respect to such option immediately prior to the Effective Time, divided by (2) the Closing Price, less applicable taxes and withholdings; (ii) each option granted under the Equity Plan in respect of Maple Common Stock which has a per share exercise price that is greater than or equal to the Per Share Consideration Amount will be cancelled for no consideration or payment; and (iii) any vesting conditions applicable to each restricted stock award granted under the Equity Plan in respect of Maple Common Stock that is outstanding immediately prior to the Effective Time will accelerate in full and will be cancelled and converted into the right to receive, with respect to each share of Maple Common Stock underlying such restricted stock award, the Merger Consideration payable pursuant to the Merger Agreement, less applicable taxes and withholdings.

Under the terms and subject to the conditions set forth in the Merger Agreement, prior to the Effective Time, Maple will, with respect to Maple’s Employee Stock Purchase Plan (as amended or restated from time to time, the “Maple ESPP”), (i) cause the offering period ongoing as of the date of the Merger Agreement to be the final offering period under the Maple ESPP, (ii) prohibit any individual who is not participating in the Maple ESPP as of the date of the Merger Agreement from commencing participation in the Maple ESPP following the date of the Merger Agreement, (iii) prohibit participants from increasing their payroll deductions from those in effect as of the date of the Merger Agreement, (iv) cause all outstanding options under the Maple ESPP to be exercised on the earlier of (x) the scheduled purchase date for such offering period and (y) the date that is 10 business days prior to the date of closing of the Merger, with any unused payroll deductions returned to participants and (v) terminate the Maple ESPP as of, and subject to, the Effective Time.

Closing and Effective Time of the Merger

The closing with respect to the transactions contemplated by the Merger Agreement (the “Closing”) will take place at 10:00 a.m. New York City time at the offices of Sullivan & Cromwell LLP, 125 Broad Street, New York, New York (or by electronic exchange of signatures) on (a) the first day of the month immediately following the satisfaction or waiver of all conditions set forth in the Merger Agreement (excluding any such conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction or waiver of such conditions), or (b) such other time and date as BNS and Maple may agree in writing (in either case, the “Closing Date”). The Closing will be deemed effective as of the Effective Time.

BNS to Make Consideration Available

No later than five business days following the final determination of the Closing Equity Capital in accordance with the Merger Agreement, BNS will deposit, or will cause to be deposited, with a bank or trust company designated by BNS (the “Exchange Agent”), (a) for exchange in accordance with the Merger Agreement, evidence in book-entry form, representing BNS Common Shares to be issued pursuant to the Merger Agreement, and (b) an amount in cash in immediately available funds sufficient in the aggregate to provide all funds necessary for the Exchange Agent to make the cash payments to be paid in lieu of any fractional shares, together with any dividends or distributions with respect to BNS Common Shares payable in accordance with the Merger Agreement.

 

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Exchange of Capital Stock

As promptly as practicable after the Effective Time, and in any event no later than five business days after Maple has delivered a true, complete and correct shareholder list with correct information for each holder of Maple Common Stock as of immediately prior to the Effective Time, BNS will cause the Exchange Agent to deliver to each holder of record of Maple Common Stock or Maple Preferred Stock immediately prior to the Effective Time a letter of transmittal and instructions for use in surrendering shares of Maple Common Stock and Maple Preferred Stock, as applicable, in exchange for the consideration the holder is entitled to receive under the Merger Agreement.

If a certificate for Maple Common Stock or Maple Preferred Stock has been lost, stolen or destroyed, the Exchange Agent will issue the consideration in the Merger upon receipt of (a) an affidavit of that fact by the claimant and (b) if required by BNS or the Exchange Agent, the posting by the claimant of a bond in such amount as BNS may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such certificate.

After the Effective Time, there will be no further transfers on the stock transfer books of Maple of any Maple Common Stock or Maple Preferred Stock, as applicable, that were issued and outstanding immediately prior to the Effective Time.

Dividends and Distributions

Following the Effective Time, no dividends or other distributions declared with respect to BNS Common Shares will be paid to the holder of any unsurrendered book-entry share representing shares of Maple Common Stock or Maple Preferred Stock until the holder surrenders such book-entry share in accordance with the Merger Agreement. After the surrender of a book-entry share in accordance with the Merger Agreement, the record holder thereof will be entitled to receive any such dividends or other distributions, without any interest, which had previously become payable with respect to the whole BNS Common Shares which the shares of Maple Common Stock or Maple Preferred Stock, respectively, represented by such book-entry share have been converted into the right to receive under the Merger Agreement.

Representations and Warranties

The Merger Agreement contains representations and warranties made by Maple to BNS relating to a number of matters, including, among others, the following:

 

•

the organization of Maple and any Maple subsidiary;

 

•

capitalization;

 

•

authority relative to execution and delivery of the Merger Agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the Merger;

 

•

required governmental and other regulatory and self-regulatory filings and consents and approvals in connection with the Merger;

 

•

financial statements, internal controls, books and records and absence of undisclosed liabilities;

 

•

the conduct of Maple’s and its subsidiaries’ respective businesses only in the ordinary course since December 31, 2025;

 

•

legal and regulatory proceedings;

 

•

tax matters;

 

•

employee matters;

 

•

compliance with applicable laws;

 

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•

the absence of brokers, finders or broker’s fees payable in connection with the Merger;

 

•

information supplied for SEC filings;

 

•

insurance matters;

 

•

environmental matters;

 

•

real property ownership and leases;

 

•

certain material contracts;

 

•

intellectual property; and

 

•

loan portfolio matters.

The Merger Agreement contains additional representations and warranties made by BNS and Merger Sub to Maple with respect to:

 

•

the organization of BNS and Merger Sub;

 

•

authority relative to execution and delivery of the Merger Agreement and the absence of conflicts with, or violations of, organizational documents or other obligations as a result of the Merger;

 

•

required governmental and other regulatory and self-regulatory filings and consents and approvals in connection with the Merger;

 

•

reports to regulatory authorities;

 

•

the issuance of BNS Common Shares in connection with the Merger;

 

•

litigation and related matters; and

 

•

the absence of brokers, finders or broker’s fees payable in connection with the Merger.

The representations and warranties in the Merger Agreement are, with respect to representations and warranties by Maple, subject, in some cases, to specified exceptions and qualifications contained in the Maple Disclosure Letter.

In addition, as set forth in the Merger Agreement, certain representations and warranties of BNS, Merger Sub and Maple are qualified as to “materiality” or “material adverse effect.”

The representations and warranties in the Merger Agreement do not survive the Closing or termination of the Merger Agreement.

Covenants and Agreements

Conduct of Business Prior to the Consummation of the Merger

Prior to the Closing Date (or earlier termination of the Merger Agreement), subject to specified exceptions, Maple may not, and Maple may not permit any of its subsidiaries to, without the prior written consent of BNS, undertake the following, among other actions:

 

•

fail to conduct its business in the ordinary course consistent with past practice;

 

•

except as required pursuant to the terms of any Maple employee plan in effect as of the date of the Merger Agreement, (i) increase in any manner the compensation or consulting fees, bonus, pension, welfare, fringe or other benefits, severance or termination pay of any officer, director, manager, employee, independent consultant or other service provider of Maple or its subsidiaries, (ii) become a party to, establish, adopt, amend or commence participation in or terminate any Maple employee plan

 

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or any arrangement that would have been a Maple employee plan had it been entered into prior to the Merger Agreement, (iii) grant any new awards, or amend or modify the terms of any outstanding awards, under any Maple employee plan, (iv) take any action to accelerate the vesting or lapsing of restrictions or payment, or fund or in any other way secure the payment, of compensation or benefits under any Maple employee plan, (v) change any actuarial or other assumptions used to calculate funding obligations with respect to any Maple employee plan that is required by applicable law to be funded or change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP, (vi) forgive any loans or issue any loans (other than routine travel advances issued in the ordinary course of business) to any employee, (vii) hire any employee or engage any independent contractor or other service provider (who is a natural person) with an annual base salary or wage rate or consulting fees in excess of $100,000 or (viii) terminate (other than for cause) the employment of any employee or independent contractor or other service provider (who is a natural person) with an annual base salary or wage rate or consulting fees in excess of $100,000;

 

•

effect any distribution, share repurchase or any other capital return transaction, except dividends paid by MapleMark Bank to Maple in accordance with applicable law;

 

•

accept any equity contributions or issue any securities, except in connection with the exercise, conversion or settlement of Maple options outstanding as of the date of the Merger Agreement, in each case as in effect as of the date of the Merger Agreement, or Maple warrants or Maple Preferred Stock outstanding as of the date of the Merger Agreement;

 

•

become party to, establish, adopt, amend, commence participation in or terminate any collective bargaining agreement or other agreement with a labor union, works council or similar organization;

 

•

effect any recapitalization, reclassification, equity dividend, equity split or like change in its capitalization;

 

•

grant any stock appreciation rights, stock options, performance shares, restricted stock units, performance stock units, phantom stock units, restricted shares or other equity-based awards or interests, or grant any person any right to acquire any securities of Maple or its subsidiaries;

 

•

amend its organizational documents;

 

•

make any redemption or purchase of any shares of equity securities of Maple or its subsidiaries, except for the acceptance of shares of Maple Voting Common Stock as payment for the exercise, vesting, settlement or withholding of taxes for Maple equity awards outstanding as of the date of the Merger Agreement, in each case as in effect as of the date of the Merger Agreement, and dividend equivalents thereon;

 

•

sell, assign, transfer, mortgage, encumber, allow a lien to be placed on or otherwise dispose of or discontinue any of its assets, except in the ordinary course of business;

 

•

make any loan in excess of $100,000 to any person except in the ordinary course of business, or make any investment in excess of $100,000 in any other person; provided, however, if BNS does not respond in writing to Maple’s request for consent to such actions within five business days after receipt of such request, BNS will be deemed to have consented to such action;

 

•

make capital expenditures in excess of $250,000 individually or $500,000 in the aggregate or commitments therefor, except for such capital expenditures or commitments therefor that are reflected in the current budgets of Maple or its subsidiaries;

 

•

make any loan in excess of $50,000 to, or enter into any other transaction with, any of its directors, officers or employees except for payments of cash bonuses pursuant to any agreement set forth in the Maple Disclosure Letter;

 

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•

adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization or enter into a joint venture or agree to acquire the assets or operations of any person;

 

•

enter into any new line of business or change its operating policies or practices, except (i) as required by applicable law or (ii) for immaterial adjustments to such policies or practices;

 

•

incur any additional indebtedness (i) in excess, individually, of $100,000 or (ii) in excess, in the aggregate, of $300,000;

 

•

commence, settle or compromise any proceeding or action, except for a proceeding or action that is settled or compromised in the ordinary course in an amount for consideration not in excess of $100,000 and that would not impose any material restriction on Maple or its subsidiaries or, after the Closing Date, BNS;

 

•

terminate, enter into, amend, modify, extend, waive any provision of, or renew (other than, subject to reasonable advance consultation with BNS, normal renewals in the ordinary course of business without material adverse changes to terms with respect to Maple or MapleMark Bank) any material contract or permit, including by allowing any material contract or permit to lapse without renewal or replacement on commercially reasonable terms;

 

•

make, amend or revoke any material election relating to taxes; adopt or change any accounting method relating to taxes; file any amended tax return; enter into any tax sharing, tax allocation, tax indemnity or similar agreement; enter into any closing agreement with respect to taxes; surrender any right to claim a material refund of taxes; settle or compromise any material claim or assessment relating to taxes; take any action with respect to taxes which is reasonably likely to result in a material increase in the tax liability of Maple or its subsidiaries for any taxable period (or portion thereof) ending after the Closing Date; take any action, cause or permit any action to be taken, fail to take any action or cause any action to fail to be taken, which action would reasonably be expected to prevent or impede the Merger from qualifying for the Intended Tax Treatment;

 

•

sell, assign, transfer, mortgage, encumber, allow a lien to be placed on, grant any license with respect to, cancel, abandon, permit the lapse or expiration of, or otherwise dispose of, or enter into, modify or terminate, any agreement relating to, any of Maple’s intellectual property, (other than non-exclusive licenses granted in the ordinary course of business consistent with past practice) or material IT assets used by Maple or its subsidiaries (other than dispositions of obsolete or worn out IT assets);

 

•

implement or adopt any change in (i) its accounting principles, practices or methods, other than as may be required by GAAP, (ii) the scope or schedule of its auditing activities or (iii) its credit policies, procedures, practices and loan underwriting standards; or

 

•

notwithstanding any other provision of the Merger Agreement, knowingly take, or knowingly omit to take, any action that is reasonably likely to result in any of the conditions set forth in Article VIII of the Merger Agreement not being satisfied in a timely manner, or any action that is reasonably likely to materially impair the ability of Maple to perform its obligations under the Merger Agreement or to consummate the transactions contemplated thereby, except as required by applicable law.

Regulatory Matters

BNS and Maple have agreed to cooperate with each other and use their respective reasonable best efforts to take, or cause to be taken, all actions and do, or cause to be done, all things necessary, proper or advisable to obtain the approval of certain governmental entities necessary to consummate the transactions contemplated by the Merger Agreement (and in the case of all necessary registrations and filings in respect of the requisite regulatory approvals, for BNS to use its reasonable efforts to effect such registrations and filings within 30 days after the execution of the Merger Agreement). However, in no event will BNS or any of its subsidiaries be required, and in no event will Maple or any of its subsidiaries be permitted (without the prior written consent of

 

61

BNS in its sole discretion), to take any action, or commit to take any action or agree to any condition or restriction, in connection with obtaining the foregoing permits, consents, waivers, approvals and authorizations of governmental entities that would reasonably be expected to (i) have a material adverse effect on BNS or any of its affiliates (including, after the closing of the Merger, Maple), (ii) result in any material adverse change or effect on, or materially restrict or limit, BNS’s or any of its affiliates’ ability to conduct any activities or operations (including any (A) material divestiture requirements or restrictions on BNS’s or any of its subsidiaries’ current or future business or (B) requirement to enter into or assume, directly or indirectly, any material enforcement action or any other material agreement with any governmental entity) (in each case of the foregoing clauses (i) and (ii), with materiality measured on a scale relative to the size of Maple and its subsidiaries, taken as a whole) or (iii) result in a loss, diminution or suspension of BNS’s ability to exercise any of the powers of a financial holding company.

Employee Matters

The Merger Agreement provides that during the one-year period commencing at the Effective Time, BNS will provide the employees of Maple who continue employment with Maple following the Effective Time: (i) a base salary or base wage and target annual cash bonus opportunities that are no less favorable in the aggregate than those provided by Maple to such employee as of immediately prior to the Effective Time and (ii) health, welfare and retirement benefits (excluding defined benefit pension benefits, nonqualified deferred compensation and retiree medical benefits) that are no less favorable in the aggregate than those provided by BNS to similarly situated employees of BNS and its affiliates.

Director and Officer Indemnification and Insurance

The Merger Agreement provides that for a period of no less than six years from and after the Effective Time, the resulting entity will indemnify and hold harmless each present and former director or officer of Maple and its subsidiaries against, and will advance expenses incurred regarding, any costs or expenses (including reasonable attorneys’ fees), judgments, fines, losses, damages or liabilities incurred in connection with any threatened or actual claim, action, suit, proceeding or investigation, whether civil, criminal, administrative or investigative, whether arising before or after the Effective Time, arising out of the fact that such person is or was a director or officer of Maple or any of its subsidiaries and pertaining to matters existing or occurring at or prior to the Effective Time, including the transactions contemplated by the Merger Agreement, in each case solely if and to the extent (subject to applicable law) that such persons are indemnified as of the date of the Merger Agreement by Maple pursuant to the Maple charter, the Maple bylaws, the governing or organizational documents of any subsidiary of Maple and any indemnification agreements in existence as of the date of the Merger Agreement and disclosed to BNS in the Maple Disclosure Letter. In the case of advancement of expenses, the Maple indemnified party to whom expenses are advanced must provide an undertaking to repay such advances if it is ultimately determined that such Maple indemnified party is not entitled to indemnification. Further, no person will be entitled to indemnification pursuant to the foregoing in respect of matters that are determined to be, or result from, breaches of any representations, warranties or covenants contained in the Merger Agreement.

Certain Additional Covenants

The Merger Agreement also contains additional covenants, including, among others, covenants relating to the filing of this prospectus and regulatory applications, obtaining required Maple shareholder approval, the listing of the BNS Common Shares to be issued in connection with the Merger, access to information of the other company, advice of changes, exemption from takeover restrictions, shareholder litigation relating to the transactions contemplated by the Merger Agreement and public announcements with respect to the transactions contemplated by the Merger Agreement.

 

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Agreement Not to Solicit Other Offers

Maple has agreed that it will, and will cause its subsidiaries, affiliates and representatives to, promptly cease and cause to be terminated, any activities, discussions or negotiations conducted before the date of the Merger Agreement with any person other than BNS with respect to any acquisition proposal.

Maple has agreed that it will not, and will cause its affiliates and representatives (including any investment banker, attorney or accountant retained by it) not to, directly or indirectly, solicit, negotiate, furnish information to, accept, encourage, consider or otherwise pursue any offer or inquiry from any person regarding an acquisition proposal, or provide any confidential information or data to any person relating to an acquisition proposal or otherwise facilitate any effort or attempt to make or implement an acquisition proposal. However, prior to the receipt of the requisite Maple shareholder vote, if the Maple board of directors determines in good faith and after consultation with outside counsel that, in light of a bona fide acquisition proposal that was not solicited by or on behalf of Maple or any of its affiliates and which did not otherwise result from a breach of Maple’s obligations relating to Maple shareholder approval or competing acquisition proposals, it is necessary to provide such information or engage in such negotiations or discussions in order to act in a manner consistent with the Maple board of directors’ fiduciary duties, the Maple board of directors may, in response to such bona fide acquisition proposal, subject to Maple’s compliance with its obligations relating to Maple shareholder approval or competing acquisition proposals, (1) furnish information with respect to Maple or its subsidiaries to such person making such acquisition proposal subject to a customary confidentiality agreement between Maple and such person that is no less restrictive than the confidentiality agreement between Maple and BNS and promptly disclose any such information to BNS to the extent not previously provided to BNS, and (2) participate in discussions or negotiations regarding such acquisition proposal.

For purposes of the Merger Agreement, an “acquisition proposal” means, other than the transactions contemplated by the Merger Agreement, any offer, proposal or inquiry relating to, or any third-party indication of interest in, (a) any acquisition or purchase, direct or indirect, of 25% or more of the consolidated assets of Maple and its subsidiaries or 25% or more of any class of equity or voting securities of Maple or its subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of Maple, (b) any tender offer (including a self-tender offer) or exchange offer that, if consummated, would result in such third party beneficially owning 25% or more of any class of equity or voting securities of Maple or its subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of Maple or (c) a merger, consolidation, share exchange, business combination, reorganization, recapitalization, liquidation, dissolution or other similar transaction involving Maple or any of its subsidiaries whose assets, individually or in the aggregate, constitute 25% or more of the consolidated assets of Maple.

Maple has agreed to promptly advise BNS following receipt of any request for information, proposals or offers with respect to an acquisition proposal that are received by Maple (including the material terms and conditions of, and the identity of the person making, such request, proposal or offer), and keep BNS apprised on a current basis of the status and details (including any amendments or proposed amendments) of any such request, proposal or offer, including the status of any discussion or negotiations with respect to any acquisition proposal, including any change to Maple’s intentions as previously notified to BNS.

Recommendation Change

Maple and the Maple board of directors shall not (i) withhold, withdraw, modify or qualify in a manner adverse to BNS the Maple board of directors’ unanimous recommendation to Maple shareholders that they approve the Merger Agreement (the “Maple Board Recommendation”), (ii) fail to make the Maple Board Recommendation, (iii) adopt, approve, recommend or endorse an acquisition proposal or publicly announce an intention to adopt, approve, recommend or endorse an acquisition proposal, (iv) fail to publicly and without qualification (A) recommend against any acquisition proposal, or (B) reaffirm the Maple Board Recommendation within 10 days (or such fewer number of days as remains prior to the Maple shareholders’ meeting) after an

 

63

acquisition proposal is made public or any request by BNS to do so or (v) publicly propose to do any of the foregoing (any of the foregoing a “Recommendation Change”).

Notwithstanding the above, if the Maple board of directors determines in good faith and after consultation with outside counsel that an acquisition proposal is a superior proposal and that it is necessary to pursue such superior proposal in order to act in a manner consistent with the Maple board of directors’ fiduciary duties, the Maple board of directors may, prior to the receipt of the requisite Maple shareholder vote, effect a Recommendation Change; provided that the Maple board of directors may not take any such action unless (i) Maple gives BNS at least three business days’ prior written notice of its intention to take such action, which notice shall specify the material terms and conditions of such acquisition proposal and shall include a copy of the available proposed transaction agreement to be entered into in respect of such acquisition proposal, (ii) during the notice period, if requested by BNS, Maple shall have engaged in good faith negotiations with BNS regarding any amendment to the Merger Agreement proposed by BNS and intended to cause the relevant acquisition proposal to no longer constitute a superior proposal, (iii) the Maple board of directors shall have considered in good faith any adjustments or amendments to the Merger Agreement (including a change to the price terms thereof) that may be irrevocably offered in writing by BNS no later than 11:59 a.m. New York City time on the last day of the notice period and shall have determined in good faith, after consultation with its financial advisors and outside counsel, that the superior proposal would continue to constitute a superior proposal even if such proposed changed terms were to be given effect and that the failure to take such action would continue to be inconsistent with its fiduciary duties to the shareholders of Maple and (iv) Maple shall have complied with its obligations to keep BNS advised and apprised regarding requests, proposals or offers with respect to an acquisition proposal received by Maple as detailed above.

Conditions to Completion of the Merger

BNS’s and Maple’s respective obligations to complete the Merger are subject to the satisfaction or waiver, at or prior to the Closing, of the following conditions:

 

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the requisite Maple shareholder vote having been obtained;

 

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the authorization for listing on the NYSE and TSX, in each case subject to official notice of issuance, of the BNS Common Shares to be issued in connection with the Merger;

 

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all requisite regulatory approvals having been obtained and remaining in full force and effect, and all statutory waiting periods in respect thereof having expired or been terminated, without the imposition or continued existence of any materially burdensome condition;

 

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the effectiveness of the registration statement of which this prospectus is a part, and the absence of any stop order suspending its effectiveness (or proceedings for such purpose initiated or threatened by the SEC and not withdrawn);

 

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no statute, rule, regulation, executive order, decree, ruling, permanent injunction or other permanent order becoming effective (and final and nonappealable) or being in effect permanently restraining, enjoining or otherwise prohibiting or making illegal the consummation of the transactions contemplated by the Merger Agreement;

 

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the accuracy of the representations and warranties of the other party contained in the Merger Agreement as of the date on which the Merger Agreement was entered into and as of the Closing Date, subject to the materiality standards provided in the Merger Agreement (and the receipt by each party of an officer’s certificate from the other party to such effect);

 

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the compliance with and performance by the other party in all material respects of all covenants and agreements required to be complied with and performed by it under the Merger Agreement at or prior to the Closing Date (and the receipt by each party of an officer’s certificate from the other party to such effect);

 

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•

the tangible equity capital of Maple, calculated in the same manner as the calculation of tangible common equity for purposes of the Closing Equity Capital, being equal to or greater than $70,000,000; and

 

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each of the employees of Maple listed in the Maple Disclosure Letter remaining employed by Maple as of immediately prior to the Closing (except to the extent such employment is terminated by death or as a result of disability) and not having served any notice of resignation or being subject to any pending termination as of immediately prior to the Closing.

Neither Maple nor BNS can provide assurance as to when or if all or any of the conditions to the Merger can or will be satisfied or waived by the appropriate party, or whether the Merger will be completed.

Termination of the Merger Agreement

The Merger Agreement can be terminated at any time prior to the Closing Date:

 

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by mutual written consent of BNS and Maple;

 

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by either BNS or Maple if any governmental entity that must grant a requisite regulatory approval has denied such approval or any governmental entity of competent jurisdiction has issued an order enjoining or otherwise prohibiting the consummation of the transactions contemplated by the Merger Agreement, unless, in either case, such denial of approval or issuance of such order arises out of, or results from, a material breach by the party seeking to terminate the Merger Agreement of any representation, warranty, covenant or agreement of such party in the Merger Agreement;

 

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by either BNS or Maple if the Closing has not occurred on or before February 28, 2027 (which shall be automatically extended to May 28, 2027 if the only condition to the closing of the Merger not satisfied or waived as of such date (other than those conditions that by their nature are to be satisfied at the closing) is the receipt of required regulatory approvals, and such condition is then capable of being satisfied if the closing were to take place on May 28, 2027), unless the failure of the Closing to occur by such date arises out of, or results from, a material breach by the party seeking to terminate the Merger Agreement of any representation, warranty, covenant or agreement of such party in the Merger Agreement;

 

•

by Maple, if the Maple board of directors determines in good faith and after consultation with outside counsel that an alternative acquisition proposal is a superior proposal and that it is necessary to pursue such superior proposal in order to act in a manner consistent with such Maple board of directors’ fiduciary duties;

 

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by BNS, if Maple has breached any of its covenants or agreements or any of its representations or warranties contained in the Merger Agreement, which breach, individually or in the aggregate, would cause the non-occurrence of a condition to complete the Merger, and such breach is not cured within 20 days following written notice to Maple or by February 28, 2027 (or May 28, 2027, if extended as outlined above), whichever is earlier, or cannot, by its nature, be cured prior to February 28, 2027 (or May 28, 2027, if extended as outlined above), provided that BNS is not then in material breach of any representation, warranty, covenant or agreement contained in the Merger Agreement that could cause the non-occurrence of a condition to complete the Merger;

 

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by Maple, if BNS or Merger Sub has breached any of its covenants or agreements or any of its representations or warranties contained in the Merger Agreement, which breach, individually or in the aggregate, would cause the non-occurrence of a condition to complete the Merger, and such breach is not cured within 20 days following written notice to BNS or by February 28, 2027 (or May 28, 2027, if extended as outlined above), whichever is earlier, or cannot, by its nature, be cured prior to February 28, 2027 (or May 28, 2027, if extended as outlined above), provided that Maple is not then in material breach of any representation, warranty, covenant or agreement contained in the Merger Agreement that could cause the non-occurrence of a condition to complete the Merger; and

 

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•

by BNS, if (i) Maple or the Maple board of directors has made a Recommendation Change (including by (A) withholding, withdrawing, modifying or qualifying in a manner adverse to BNS the Maple board of directors’ unanimous recommendation to Maple shareholders that they approve the Merger Agreement (the “Maple Board Recommendation”), (B) failing to make the Maple Board Recommendation, (C) adopting, approving, recommending or endorsing an acquisition proposal or publicly announcing an intention to do so, (D) failing to publicly and without qualification (x) recommend against any acquisition proposal, or (y) reaffirm the Maple Board Recommendation within 10 days (or such fewer number of days as remains prior to the Maple shareholders’ meeting) after an acquisition proposal is made public or any request by BNS to do so or (E) publicly proposing to do any of the foregoing or (ii) Maple or the Maple board of directors has breached in any material respect its obligations relating to Maple shareholder approval or competing acquisition proposals.

Liquidated Damages Amount

If the Merger Agreement is terminated (i) by Maple in order to enter into a definitive agreement with respect to an alternative acquisition proposal that Maple’s board of directors has determined, in good faith and after consultation with its outside counsel, is a superior proposal, (ii) by BNS after Maple or Maple’s board of directors makes a Recommendation Change, or after Maple or Maple’s board of directors materially breaches its obligations relating to Maple shareholder approval or competing acquisition proposals or (iii) by either BNS or Maple because the closing of the Merger has not occurred by February 28, 2027 (which shall be automatically extended to May 28, 2027 if the only condition to the closing of the Merger not satisfied or waived as of such date (other than those conditions that by their nature are to be satisfied at the closing) is the receipt of required regulatory approvals, and such condition is then capable of being satisfied if the closing were to take place on May 28, 2027), after a bona fide proposal, or an indication of intention to make a proposal, for an alternative acquisition transaction involving Maple or any of its subsidiaries has been made to Maple, any Maple subsidiary or any Maple shareholder, and the failure of the closing of the Merger to occur by that date is not due to actions or omissions of BNS unrelated to that alternative acquisition proposal or indication of interest, then Maple will be required to pay BNS liquidated damages in an amount equal to $6,500,000.

Effect of Termination

If the Merger Agreement is terminated, it will become void and have no effect, and no party shall have any liability or further obligation thereunder, except that (i) none of the parties will be relieved or released from any liabilities or damages arising out of its Fraud (as defined in the Merger Agreement) or willful and material breach of any provision of the Merger Agreement and (ii) certain provisions of the Merger Agreement will survive the termination, including those relating to payment of fees and expenses and the confidential treatment of information.

Expenses and Fees

Except as otherwise provided in the Merger Agreement, all fees and expenses incurred in connection with the Merger Agreement and the transactions contemplated thereby will be paid by the party incurring such expense.

Amendment, Waiver and Extension of the Merger Agreement

Subject to compliance with applicable law, the Merger Agreement may be amended by the parties at any time before or after the receipt of the requisite Maple shareholder vote, except that after the receipt of the requisite Maple shareholder vote, there may not be, without further approval of the holders of Maple Common Stock or Maple Preferred Stock, as applicable, any amendment of the Merger Agreement that requires such further approval under applicable law.

 

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At any time prior to the completion of the Merger, each of the parties may, to the extent legally allowed, extend the time for the performance of any of the obligations or other acts of the other party, waive any inaccuracies in the representations and warranties of the other party contained in the Merger Agreement or in any document delivered by such other party pursuant to the Merger Agreement and waive compliance with any of the agreements or satisfaction of any conditions for its benefit contained in the Merger Agreement, except that after the receipt of the requisite Maple shareholder vote, there may not be, without further approval of the holders of Maple Common Stock or Maple Preferred Stock, as applicable, any extension or waiver of the Merger Agreement or any portion thereof that requires further approval under applicable law.

Governing Law

The Merger Agreement is governed by and will be construed in accordance with the laws of the State of Delaware, without regard to any applicable conflicts of law.

Specific Performance

BNS, Maple and Merger Sub will be entitled to seek specific performance of the terms of the Merger Agreement, including an injunction or injunctions to prevent breaches of the Merger Agreement or to enforce specifically the performance of the terms and provisions of the Merger Agreement (including BNS’s obligations to consummate the Merger), in addition to any other remedy to which they are entitled at law or in equity.

 

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SHAREHOLDER SUPPORT AGREEMENTS

The following describes certain material provisions of the support agreements entered into by certain shareholders of Maple (together, the “Shareholder Support Agreements”). This description of the shareholder support agreements is subject to, and qualified in its entirety by reference to, the form of support agreement, which is attached to this prospectus as Annex D. You are urged to read the form of support agreement carefully and in its entirety.

Concurrently with the execution of the Merger Agreement, on May 28, 2026, BNS entered into support agreements with certain Maple shareholders substantially in the form attached to this prospectus as Annex D, in their respective capacities as Maple shareholders and not in their capacities as an officer or director of Maple, as the case may be. As of the Consent Record Date, these shareholders collectively and beneficially owned approximately [  ]% of the outstanding shares of Maple Voting Common Stock and [  ]% of Maple Preferred Stock.

Voting

Under the Shareholder Support Agreements, each such shareholder irrevocably and unconditionally agrees that, from the date of the Shareholder Support Agreement until the earliest of the Effective Time or the date of termination of the Merger Agreement (the “Expiration Time”), at any meeting of the shareholders of Maple, however called, or in connection with any written consent of the shareholders of Maple, such shareholder will (i) appear at such meeting or otherwise cause such shareholder’s owned shares to be counted as present for the purpose of calculating a quorum, and (ii) vote or cause to be voted, all shares beneficially owned by such shareholder as of the relevant time (1) in favor of the approval of the Merger Agreement and the Merger and the other transactions contemplated by the Merger Agreement, (2) against any acquisition proposal, without regard to any recommendation to the shareholders of Maple by the board of directors of Maple concerning such acquisition proposal, and without regard to the terms of such acquisition proposal, or any other proposal made in opposition to or that is otherwise in competition or inconsistent with the Merger or the other transactions contemplated by the Merger Agreement, (3) against any agreement, amendment or modification of any agreement or any other action that is intended to or would reasonably be expected to prevent, impede, interfere with, delay, postpone or discourage the Merger or the other transactions contemplated by the Merger Agreement, (4) against any action, agreement, transaction or proposal that would reasonably be expected to result in a breach of any representation, warranty, covenant, agreement or other obligation of Maple in the Merger Agreement or the shareholder under the Shareholder Support Agreement, (5) in favor of any other proposal for which a vote of shareholders of Maple is required to facilitate the Merger or the other transactions contemplated by the Merger Agreement and (6) in favor of any proposal to adjourn a meeting at which there is a proposal for shareholders of Maple to approve the Merger Agreement to a later date if there are not sufficient votes to approve the Merger Agreement or if there are not sufficient shares present to constitute a quorum.

Restrictions on Transfer

Each such shareholder agrees that, from the date of the Shareholder Support Agreement until the Expiration Time, such shareholder will not, directly or indirectly, (i) sell, offer to sell, give, convey, pledge, encumber, hypothecate, assign, tender, exchange, grant any option for the sale of or otherwise transfer or dispose of or enter into any agreement, arrangement or understanding to sell, any shares; (ii) enter into any contract, option, call or other arrangement or undertaking, whether or not in writing, with respect to the sale, conveyance, assignment, transfer (including by succession or otherwise by operation of law), exchange, pledge, hypothecation or other encumbrance or disposition or limitation on the voting rights, of any shares (or any right, title or interest therein); (iii) deposit any shares in a voting trust, grant any proxy or power of attorney or enter into any voting agreement or similar agreement or arrangement in contravention of the shareholder’s obligations under the Shareholder Support Agreement with respect to any of the shares; (iv) otherwise grant, permit or suffer the creation of any

 

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liens on any shares (other than applicable restrictions on transfer under U.S. state or federal securities or “blue sky” laws); (v) enter into any swap or any other agreement, transaction or series of transactions that hedges or transfers, in whole or in part, the economic consequence of ownership of the shares or interest in the shares; or (vi) commit or agree to take any of the foregoing actions or discuss, negotiate or make an offer to enter into a commitment, agreement, understanding or similar arrangement to take any of the foregoing actions (any such action, a “Transfer”), other than in connection with bona fide estate planning purposes to the shareholder’s affiliates or immediate family members; provided that, as a condition to such Transfer, such affiliate or immediate family member executes an identical agreement; and further provided that the assigning shareholder remains jointly and severally liable for the breaches of any of the shareholder’s affiliates or immediate family members of the terms thereof.

Other Covenants

Under the Shareholder Support Agreements, each such shareholder will not, and will cause the shareholder’s affiliates and each of their respective officers, directors and employees, and will instruct its and their respective representatives to not, directly or indirectly, take any action to solicit, negotiate, furnish information to, accept, encourage, consider or otherwise pursue any offer or inquiry from any person regarding an acquisition proposal, or provide any confidential information or data to any person relating to an acquisition proposal, or otherwise facilitate any effort or attempt to make or implement an acquisition proposal. Each such shareholder also agrees to, and to cause such shareholder’s affiliates and to instruct such shareholder’s and such affiliates’ representatives to, immediately cease and cause to be terminated any and all existing discussions, negotiations and communications with any persons with respect to any existing or potential acquisition proposal. Each such shareholder agrees to promptly (and in any event within three business days and before entering into any discussions or providing any information) notify BNS if any proposals or offers are received by, any information is requested from, or any negotiations or discussions are sought to be initiated or continued with, such shareholder or such shareholder’s representatives, in each case in connection with any acquisition proposal or any inquiry which could reasonably be expected to lead to an acquisition proposal.

Each such shareholder also agrees not to enter into any agreement, contract or understanding with any person prior to the termination of the Shareholder Support Agreement, directly or indirectly, to vote, grant a proxy or power of attorney or give instructions with respect to the voting of such shareholder’s shares in any manner which is inconsistent with the Shareholder Support Agreement. In addition, to the fullest extent permitted under applicable law, each such shareholder irrevocably waives and agrees not to assert, exercise or perfect, directly or indirectly, any right of appraisal or right to dissent with respect to the Merger Agreement or the Merger or any of the other transactions contemplated by the Merger Agreement that such shareholder may have with respect to the shares under applicable law.

Termination

Each Shareholder Support Agreement will terminate upon the earliest of (i) the Effective Time or (ii) the Expiration Time; provided that no such termination shall relieve any party from any liability for any breach of the Shareholder Support Agreement occurring prior to such termination. Certain provisions of the Shareholder Support Agreements, including provisions relating to the release of claims, appointment of the shareholder representative and miscellaneous matters, will survive any termination of the Shareholder Support Agreements.

 

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER

The following general discussion addresses the material U.S. federal income tax considerations of the Merger to U.S. holders (as defined below) of Maple Common Stock that exchange their Maple Common Stock for BNS Common Shares. This discussion does not address any tax consequences arising under the laws of any state, local or foreign jurisdiction, or under any United States federal laws other than those pertaining to income tax. The discussion is based on the Code, the Treasury Regulations promulgated thereunder, administrative rulings, published positions of the Internal Revenue Service (“IRS”) and judicial decisions, all as currently in effect and all of which are subject to change and to differing interpretations (possibly with retroactive effect), and any such change or interpretation could cause the U.S. federal income tax consequences to vary substantially from the statements and conclusions set forth in this discussion. This discussion applies only to U.S. holders that hold their Maple Common Stock as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment). This discussion does not address all aspects of U.S. federal taxation that may be relevant to a particular holder in light of his, her or its individual circumstances or to holders subject to special treatment under U.S. federal income tax laws, including:

 

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banks or other financial institutions;

 

•

mutual funds;

 

•

tax exempt organizations;

 

•

governmental agencies or instrumentalities;

 

•

insurance companies;

 

•

dealers in securities, commodities or non-U.S. currency;

 

•

traders in securities who elect to apply a mark-to-market method of accounting;

 

•

entities or arrangements treated as partnerships or other pass-through entities (including S corporations) for U.S. federal income tax purposes and investors in such partnerships or other pass-through entities (including S corporations);

 

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holders that are not U.S. holders;

 

•

certain expatriates or former long-term residents of the United States;

 

•

holders that exercise appraisal rights;

 

•

holders that exercise dissenters’ rights;

 

•

regulated investment companies and real estate investment trusts;

 

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pension funds;

 

•

individual retirement and other tax-deferred accounts;

 

•

“controlled foreign corporations;”

 

•

“passive foreign investment companies;”

 

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“personal holding companies;” entities subject to the U.S. anti-inversion rules or the base erosion and anti-abuse tax;

 

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holders that have a functional currency other than the U.S. dollar;

 

•

holders who received their Maple Common Stock through the exercise of employee stock options, through a tax-qualified retirement plan or otherwise as compensation;

 

•

holders that actually or constructively hold 5% or more of Maple Common Stock or 5% or more of BNS Common Shares (in either case, by vote or value);

 

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holders required to accelerate the recognition of any item of gross income as a result of such income being recognized on an “applicable financial statement;”

 

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holders who hold Maple Common Stock or BNS Common Shares as part of a hedge, straddle, constructive sale, conversion transaction or other integrated investment; and

 

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•

holders that hold their shares of Maple Common Stock, or who will hold BNS Common Shares, in connection with a permanent establishment or fixed base outside the United States.

If you are a U.S. holder subject to special provisions and/or tax treatment under the Code, including but not limited to those described immediately above, you should consult your own tax advisors regarding the tax consequences relating to the Merger in light of your particular circumstances.

In addition, this discussion does not address any state, local or non-U.S. tax considerations of the Merger, nor does it address the impact of the Medicare contribution tax on net investment income, the alternative minimum tax or the Foreign Account Tax Compliance Act (including the Treasury Regulations promulgated thereunder and intergovernmental agreements entered into pursuant thereto or in connection therewith) or any U.S. federal laws other than those pertaining to the U.S. federal income tax. Determining the tax consequences of the Merger to you may be complex. They will depend on your specific situation and on factors that are not within the control of Maple or BNS. You should consult with your own tax advisor as to the tax consequences of the Merger in your particular circumstances, and any applicable record maintenance or information reporting obligations.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of Maple Common Stock who is, for U.S. federal income tax purposes:

 

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an individual who is a citizen or resident of the United States;

 

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a corporation or other entity taxable as a corporation, created or organized under the laws of the United States, any state thereof or the District of Columbia;

 

•

an estate that is subject to U.S. federal income tax on its income regardless of its source; or

 

•

a trust that (A) is subject to the primary supervision of a court within the United States and all substantial decisions of which are subject to the control of one or more “United States persons” (within the meaning of Section 7701(a)(30) of the Code) or (B) has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

If a partnership, including any entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds shares of Maple Common Stock, the U.S. federal income tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partnership. Accordingly, such partners and partnerships should consult their own tax advisors regarding the particular tax considerations of the transactions to them.

The following discussion does not purport to be a complete analysis or discussion of all U.S. federal income tax considerations relating to the Merger. Each holder of Maple Common Stock should consult his, her or its own tax advisor with respect to the particular tax considerations to them of the Merger, including the applicability and effect of any U.S. federal, state, local, non-U.S. and other tax laws and the potential for dividend treatment of any cash consideration received in the Merger.

Treatment of the Merger

The Merger is intended to qualify as a “reorganization” and a non-recognition transaction for U.S. federal income tax purposes. None of BNS, Maple or Merger Sub has sought or will seek any ruling from the IRS regarding any matters relating to the Merger, and, as a result, there can be no assurance that the IRS will not assert, or that a court would not sustain, a position contrary to any of the conclusions set forth below.

Accordingly, assuming that the Merger so qualifies, the material U.S. federal income tax considerations of the Merger to a U.S. holder of Maple Common Stock are set forth in the remainder of the discussion:

 

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a U.S. holder who receives solely BNS Common Shares in exchange for shares of Maple Common Stock will generally not recognize any gain or loss upon the Merger (except with respect to the cash received instead of a fractional BNS Common Share, as described below);

 

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•

the aggregate tax basis of the BNS Common Shares received in the Merger (including fractional share interests in BNS Common Shares deemed received and exchanged for cash, as described below) will generally be equal to the U.S. holder’s aggregate tax basis in the Maple Common Stock, as applicable, for which it is exchanged; and

 

•

the holding period of BNS Common Shares received in the Merger (including any fractional shares deemed received and redeemed as described below) will generally include the U.S. holder’s holding period of the Maple Common Stock for which it is exchanged.

If a U.S. holder acquired different blocks of Maple Common Stock at different times and at different prices, such U.S. holder’s tax basis and holding period in the BNS Common Shares received in the Merger may be determined with reference to each block of Maple Common Stock. Such U.S. holders should consult their own tax advisor regarding the determination of the tax basis and/or holding periods of the particular shares of BNS Common Shares received in the Merger.

If the Merger does not qualify as a reorganization (and is otherwise treated as a recognition event) for U.S. federal income tax purposes, the conversion of Maple Common Stock into BNS Common Shares in the Merger will generally be treated as a fully taxable transaction for such purposes and U.S. holders will generally recognize gain or loss on the conversion of the shares of Maple Common Stock into BNS Common Shares pursuant to the Merger, equal to the difference between the U.S. dollar value of the amount realized and the U.S. holder’s tax basis, determined in U.S. dollars, in the shares of Maple Common Stock. Capital gain of a noncorporate U.S. holder is generally taxed at preferential rates where the property is held for more than one year. The deductibility of capital losses is subject to limitations. The gain or loss will generally be income or loss from sources within the United States for U.S. foreign tax credit limitation purposes. Moreover, a U.S. holder’s tax basis in the BNS Common Shares will be equal to the fair market value of the BNS Common Shares at the time of the Merger.

If the Merger qualifies as a reorganization but non-recognition treatment does not apply, holders of Maple Common Stock may be required to recognize gain, but not loss, on their exchange of Maple Common Stock for BNS Common Shares in the Merger.

Cash in Lieu of a Fractional Share

Assuming the Merger qualifies as a “reorganization,” U.S. holders of Maple Common Stock who receive cash in lieu of a fractional BNS Common Share will generally be treated as having received such fractional share pursuant to the Merger and then as having received such cash in redemption of the fractional share. As a result, gain or loss will generally be recognized based on the difference between the amount of cash in lieu of the fractional share and the tax basis allocated to such fractional share. Such gain or loss will generally be long-term capital gain or loss if the holding period for such shares is more than one year at the Effective Time. Long-term capital gains of certain non-corporate holders, including individuals, generally are subject to U.S. federal income tax at preferential rates. The deductibility of capital losses is subject to limitations under the Code.

BNS Common Shares

Taxation of Dividends

The gross amount of any dividend BNS pays out of its current or accumulated earnings and profits (as determined for U.S. federal income tax purposes) is subject to U.S. federal income taxation. Dividends paid to U.S. holders that constitute “qualified dividend income” will be taxable at preferential rates applicable to long-term capital gains provided that (i) BNS is a “qualified foreign corporation” and (ii) the U.S. holder holds the shares for more than 60 days during the 121-day period beginning 60 days before the ex-dividend date and meets other holding period requirements. BNS generally will be a “qualified foreign corporation” if (1) it is either (a) eligible for the benefits of the income tax treaty between the United States and Canada (the “Treaty”), or (b) if the stock with respect to which such dividend is paid is readily tradable on an established securities market in the United States (as determined for U.S. federal income tax purposes), and (2) it is not a PFIC (as defined

 

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below) in the taxable year of the distribution or the immediately preceding taxable year. BNS expects to be eligible for the benefits of the Treaty. In addition, as discussed below under “PFIC Rules,” BNS does not believe it should be treated as a PFIC for the current year or any future years.

Any dividend with respect to BNS Common Shares is taxable when the U.S. holder receives the dividend, actually or constructively. Any such dividend will not be eligible for the dividends received deduction generally allowed to U.S. corporations in respect of dividends received from other U.S. corporations. The amount of the dividend distribution that must be included in a U.S. holder’s income will be the U.S. dollar value of the Canadian dollar payments made, determined at the spot Canadian dollar/U.S. dollar rate on the date the dividend distribution is includible in income, regardless of whether the payment is in fact converted into U.S. dollars. Generally, any gain or loss resulting from currency exchange fluctuations during the period from the date the dividend payment is included in income to the date the payment is converted into U.S. dollars will be treated as ordinary income or loss and will not be eligible for the special tax rate applicable to qualified dividend income. Such currency gain or loss generally will be income or loss from sources within the United States for U.S. foreign tax credit limitation purposes. Distributions in excess of current and accumulated earnings and profits (as determined for U.S. federal income tax purposes) will be treated as non-taxable returns of capital to the extent of the U.S. holder’s tax basis in the shares and thereafter as capital gain. BNS does not expect to maintain calculations of earnings and profits for U.S. federal income tax purposes. Therefore, a U.S. holder should expect that such distribution will generally be treated as a dividend.

For U.S. foreign tax credit limitation purposes, dividends will be treated as income from sources outside the United States and will, depending on the U.S. holder’s circumstances, be treated as either “passive” or “general” income for U.S. foreign tax credit limitation purposes. The rules relating to the determination of the U.S. foreign tax credit, or deduction in lieu of the U.S. foreign tax credit, are complex and U.S. holders should consult their own tax advisors with respect to these rules and the rules regarding dividends.

Sale or Exchange of Shares

A U.S. holder that sells or otherwise disposes of BNS Common Shares will recognize capital gain or loss for U.S. federal income tax purposes equal to the difference between the U.S. dollar value of the amount realized and the U.S. holder’s tax basis, determined in U.S. dollars, in such shares. Capital gain of a noncorporate U.S. holder is generally taxed at preferential rates where the property is held for more than one year. The deductibility of capital losses is subject to limitations. The gain or loss will generally be income or loss from sources within the United States for U.S. foreign tax credit limitation purposes.

PFIC Rules

BNS believes that its shares should not be treated as stock of a passive foreign investment company (a “PFIC”) for U.S. federal income tax purposes and BNS does not anticipate becoming a PFIC in the future, but this conclusion is a factual determination that is made annually and thus may be subject to change.

In general, BNS will be a PFIC with respect to a U.S. holder if for any taxable year in which the U.S. holder held BNS Common Shares:

 

•

at least 75% of BNS gross income for the taxable year is passive income, or

 

•

at least 50% of the value, determined on the basis of a quarterly average, of BNS assets is attributable to assets that produce or are held for the production of passive income.

Passive income generally includes dividends, interest, royalties, rents (other than certain rents and royalties derived in the active conduct of a trade or business), annuities and gains from the sale or exchange of assets that produce passive income. If a foreign corporation owns at least 25% by value of the stock of another corporation, the foreign corporation is treated for purposes of the PFIC tests described above as owning its proportionate share of the assets of the other corporation, and as receiving directly its proportionate share of the other

 

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corporation’s income. In addition, for purposes of the PFIC tests described above, income derived in the active conduct of the BNS banking business should not be treated as passive income.

If BNS were to be a PFIC for any taxable year during which a U.S. holder owned BNS Common Shares, such U.S. holder generally would be subject, in that taxable year and all subsequent taxable years (whether or not BNS continued to be a PFIC), to materially adverse U.S. federal income tax consequences, including that gain from a sale or other disposition of BNS Common Shares, as well as certain distributions on BNS Common Shares, would be subject to tax at the highest ordinary income tax rates and an interest charge and U.S. holders would be subject to additional information reporting requirements. U.S. holders should consult their own tax advisors as to the potential application of the PFIC rules.

Information with Respect to Foreign Financial Assets

Certain holders that own “specified foreign financial assets” with an aggregate value in excess of $50,000 on the last day of the taxable year (or an aggregate value in excess of $75,000 at any time during the taxable year) will generally be required to file an information report with respect to such assets with their tax returns. “Specified foreign financial assets” include any financial accounts maintained by foreign financial institutions, as well as any of the following, but only if they are not held in accounts maintained by financial institutions: (i) stock or securities issued by non-U.S. persons, (ii) financial instruments and contracts held for investment that have non-U.S. issuers or counterparties and (iii) interests in foreign entities. The BNS Common Shares may be subject to these rules. U.S. holders are urged to consult their own tax advisor regarding the application of these rules to their ownership of BNS Common Shares.

Foreign Account Tax Compliance Act Withholding

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (which are commonly referred to as “FATCA”) generally impose a 30% withholding tax on certain payments, including “passthru” payments to certain persons if the payments are attributable to assets that give rise to U.S.-source income or gain. However, pursuant to proposed Treasury Regulations, any FATCA withholding on “foreign passthru payments” would begin no earlier than the date that is two years after the date on which final Treasury Regulations defining “foreign passthru payments” are published. FATCA is complex and significant aspects of the application of FATCA are not currently clear, so it is not possible to determine at this time what impact, if any, these rules will have on holders of BNS Common Shares. U.S. holders are urged to consult their own tax advisors regarding the possible implications of FATCA with respect to their ownership of BNS Common Shares.

Information Reporting and Backup Withholding

Information reporting and backup withholding (currently, at a rate of 24%) may apply to payments of cash made to a holder of Maple Common Stock in connection with the Merger and to distributions on and dispositions of BNS Common Shares. Backup withholding will not apply, however, if the holder provides proof of an applicable exemption or furnishes its taxpayer identification number and otherwise complies with all applicable certification requirements. Generally, U.S. holders may be required to provide an IRS Form W-9 and comply with all applicable requirements of the backup withholding rules. Backup withholding is not an additional tax. Any amounts withheld may be allowed as a refund or credit against such U.S. holder’s U.S. federal income tax liability, if any, provided the required information is timely furnished to the IRS. U.S. holders are urged to consult their own tax advisors to determine their qualification for exemption from backup withholding and the procedure for establishing an exemption in light of their particular circumstances.

THIS SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER IS FOR GENERAL INFORMATION ONLY AND IS NOT TAX ADVICE. HOLDERS OF MAPLE COMMON STOCK SHOULD CONSULT THEIR TAX ADVISORS AS TO THE SPECIFIC TAX CONSIDERATIONS TO THEM OF THE MERGER IN LIGHT OF THEIR PARTICULAR CIRCUMSTANCES, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S. FEDERAL, STATE, LOCAL, NON-U.S. AND OTHER TAX LAWS.

 

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MATERIAL CANADIAN FEDERAL TAX CONSIDERATIONS

The following general discussion addresses the principal Canadian federal income tax consequences of holding and disposing of BNS Common Shares generally applicable to a holder who acquires, as beneficial owner, BNS Common Shares in exchange for their Maple Common Stock and Maple Preferred Stock pursuant to the Merger Agreement and who, at all relevant times, for purposes of the application of the Income Tax Act (Canada) (the “Tax Act”), (i) is not, and is not deemed to be, resident in Canada; (ii) deals at arm’s-length with BNS; (iii) is not affiliated with BNS; and (iv) does not use or hold the BNS Common Shares in a business carried on in Canada (a “Holder”). Special rules, which are not discussed in this summary, may apply to a non-Canadian holder that is an insurer that carries on an insurance business in Canada and elsewhere.

This summary is based on the current provisions of the Tax Act and the regulations thereunder and on our understanding of the current administrative policies and assessing practices of the Canada Revenue Agency published in writing prior to the date hereof. This summary takes into account all specific proposals to amend the Tax Act and the regulations thereunder publicly announced by or on behalf of the Minister of Finance (the “Minister”) prior to the date hereof (the “Proposed Amendments”) and assumes that all Proposed Amendments will be enacted in the form proposed. However, no assurances can be given that the Proposed Amendments will be enacted as proposed, or at all. This summary does not otherwise take into account or anticipate any changes in law or administrative policy or assessing practice whether by legislative, administrative or judicial action nor does it take into account tax legislation or considerations of any province, territory or foreign jurisdiction, which may differ from those discussed herein.

This summary is of a general nature only and is not exhaustive of all Canadian federal income tax considerations. It is not intended to be legal or tax advice to any particular holder. Holders should consult their own tax advisors having regard to their own particular circumstances.

Currency Conversion

Generally, for purposes of the Tax Act, all amounts relating to the acquisition, holding or disposition of the BNS Common Shares must be converted into Canadian dollars based on the exchange rates as determined in accordance with the Tax Act. The amounts subject to withholding tax and any capital gains or capital losses realized by a Holder may be affected by fluctuations in the relevant exchange rate.

BNS Common Shares

Dividends on the BNS Common Shares

Dividends paid or credited on the BNS Common Shares or deemed to be paid or credited on the BNS Common Shares to a Holder will be subject to Canadian non-resident withholding tax at the rate of 25%, subject to any reduction in the rate of withholding to which the Holder is entitled under any applicable income tax convention between Canada and the country in which the Holder is resident. For example, under the Canada-U.S. Income Tax Convention (1980) (the “Convention”), where dividends on the BNS Common Shares are considered to be paid to or derived by a Holder that is the beneficial owner of the dividends and a U.S. resident for the purposes of, and is entitled to benefits in accordance with, the provisions of the Convention, the applicable rate of Canadian non-resident withholding tax is generally reduced to 15%.

Disposition of the BNS Common Shares

A Holder will not be subject to tax under the Tax Act on any gain realized on a disposition or deemed disposition of the BNS Common Shares, unless the shares are “taxable Canadian property” to the Holder for purposes of the Tax Act and the Holder is not entitled to relief under an applicable income tax convention between Canada and the country in which the Holder is resident.

 

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Generally, the BNS Common Shares will not constitute taxable Canadian property to a Holder at a particular time provided that the BNS Common Shares are listed at that time on a designated stock exchange (which includes the Toronto Stock Exchange), unless at any particular time during the 60-month period that ends at that time (i) the Holder, persons with whom the Holder does not deal with at arm’s-length, partnerships in which the Holder or a person with whom the Holder does not deal at arm’s length holds a membership directly or indirectly through one or more partnerships or the Holder together with all such persons, has owned 25% or more of the issued shares of any class or series of capital stock of BNS, and (ii) more than 50% of the fair market value of the BNS Common Shares was derived directly or indirectly from one or any combination of: (a) real or immovable properties situated in Canada, (b) “Canadian resource properties” (as defined in the Tax Act), (c) “timber resource properties” (as defined in the Tax Act) and (d) options in respect of, or interests in, or for civil law rights in, property in any of the foregoing whether or not the property exists. Notwithstanding the foregoing, in certain circumstances set out in the Tax Act, the BNS Common Shares could be deemed to be taxable Canadian property. Holders whose BNS Common Shares may constitute taxable Canadian property should consult their own tax advisors.

 

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DESCRIPTION OF BNS COMMON SHARES

As a result of the Merger, Maple shareholders who receive BNS Common Shares in the Merger will become shareholders of BNS. Your rights as a shareholder of BNS will be governed by the Bank Act (Canada), the BNS bylaws and the actual terms and conditions of such shares. The following briefly summarizes the material terms of BNS Common Shares that will be issued in connection with the Merger. The following summary is not complete and is qualified in its entirety by, and should be read in conjunction with, the Annual Report on Form 40-F for the year ended October 31, 2025, the Bank Act (Canada), the bylaws of BNS and the actual terms and conditions of the BNS Common Shares. Copies of BNS’s bylaws are available, without charge, to any person by following the instructions listed in the section entitled “Where You Can Find More Information.” For more information on the provisions of the Bank Act (Canada) and BNS’s bylaws, see also the section entitled “Comparison of Shareholders’ Rights.”

Common Shares

The authorized common share capital of BNS consists of an unlimited number of BNS Common Shares, of which 1,221,269,018 BNS Common Shares were issued and outstanding as at June 30, 2026.

Voting. Holders of BNS Common Shares are entitled to vote at all meetings of the shareholders of BNS, except meetings at which only the holders of a specified class, other than common shares, are entitled to vote. Holders of BNS Common Shares are entitled to one vote per share on all matters to be voted on by holders of BNS Common Shares. Unless otherwise required by the Bank Act (Canada), any matter to be voted on by holders of BNS Common Shares shall be decided by a majority of the votes cast on the matter.

Liquidation Rights. After the payment to the holders of the preferred shares of the amount or amounts to which they may be entitled, the holders of BNS Common Shares shall be entitled to receive the remaining property of BNS upon liquidation, dissolution or winding-up thereof.

Preemptive, Subscription, Redemption and Conversion Rights. Holders of BNS Common Shares have no preemptive, subscription, redemption or conversion rights.

Dividends. Subject to the rights, privileges, restrictions and conditions attached to the preferred shares, the holders of the BNS Common Shares shall be entitled to receive dividends declared by the board of directors on the BNS Common Shares from time to time. The declaration and payment of dividends and the amount of the dividends is subject to the discretion of the board of directors, and will be dependent upon the results of operations, financial condition, cash requirements and future regulatory restrictions on the payment of dividends by BNS and other factors deemed relevant by the board of directors.

Limitations Affecting Holders of BNS Common Shares

In accordance with the Bank Act (Canada), no person or group of associated persons may own more than 10% of any class of shares of BNS without the approval of the Minister of Finance (Canada) (the “Minister”). No person may be a major shareholder of a bank if the bank has equity of $12 billion or more (which includes BNS). A person is a major shareholder of a bank if: (i) the aggregate number of shares of any class of voting shares beneficially owned by that person and that are beneficially owned by any entities controlled by that person is more than 20% of that class of voting shares; or (ii) the aggregate number of shares of any class of non-voting shares beneficially owned by that person and that are beneficially owned by any entities controlled by that person is more than 30% of that class of non-voting shares. Subject to certain exceptions, ownership of BNS Common Shares by Canadian or foreign governments is restricted under the Bank Act (Canada). While the government holds any shares of a bank, including BNS, the Minister may impose certain terms and conditions, including conditions on the payment by BNS of dividends on any of its shares.

 

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Under the Bank Act (Canada), BNS cannot redeem or purchase any of its shares, including BNS Common Shares, unless the consent of the Superintendent has been obtained, and BNS must notify the Superintendent at least 15 days before the day fixed for payment of a dividend declared by the board of directors of BNS. In addition, the Bank Act (Canada) prohibits a payment to purchase or redeem any shares or the declaration and payment of a dividend if there are reasonable grounds for believing that BNS is, or the payment would cause BNS to be unable to maintain adequate capital and adequate and appropriate forms of liquidity; be unable to comply with or be in contravention of any regulation under the Bank Act (Canada) respecting the maintenance of the minimum capacity to absorb losses; or be in contravention of any directions made to BNS by the Superintendent to increase capital or provide additional liquidity.

Amendments to the Rights, Privileges, Restrictions and Conditions of BNS’s Common Shares Under the Bank Act (Canada)

The rights of holders of the BNS Common Shares can be changed by the board of directors of BNS by making, amending or repealing the bylaws of BNS. The board of directors of BNS must submit such a bylaw, or amendment to or repeal of a bylaw, to the shareholders of BNS in accordance with the procedures of the Bank Act (Canada) and BNS’s bylaws, and the shareholders must approve the bylaw, amendment to or repeal of the bylaw by special resolution to be effective. Under the Bank Act (Canada), a special resolution is a resolution passed by not less than two-thirds of the votes cast by or on behalf of the shareholders who voted in respect of that resolution or signed by all the shareholders entitled to vote on that resolution. In some circumstances, the Bank Act (Canada) mandates that holders of shares of a class or a series are entitled to vote separately as a class or series on a proposal to amend the bylaws of BNS.

 

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COMPARISON OF SHAREHOLDERS’ RIGHTS

If the Merger is completed, Maple shareholders will receive BNS Common Shares in the Merger. BNS is organized under the laws of Canada, and Maple is organized under the laws of the State of Texas. The following is a summary of the material differences between (i) the current rights of Maple shareholders under the Maple articles of incorporation and the Maple bylaws, and (ii) the current rights of BNS shareholders under the Bank Act (Canada), which is BNS’s charter and the BNS bylaws.

BNS and Maple believe that this summary describes the material differences between the rights of BNS shareholders as of the date of this prospectus and the rights of Maple shareholders as of the date of this prospectus; however, it does not purport to be a complete description of those differences. Copies of BNS’s governing documents have been filed with the SEC. To find out where copies of these documents can be obtained, see “Where You Can Find More Information.”

Material Differences Between the Rights of Shareholders of BNS and Shareholders of Maple

The following is a summary of material differences between the rights of BNS shareholders under the Bank Act (Canada) and BNS’s bylaws and the existing rights of Maple shareholders under the TBOC, Maple charter and Maple bylaws. While BNS and Maple believe that the following summary covers all of the material differences, it may not contain all of the information that is important to you. The following summary does not include a complete description of all differences between the rights of BNS shareholders and Maple shareholders, nor does it include a complete discussion of the respective rights of BNS shareholders and Maple shareholders.

The following summary is qualified in its entirety by reference to the Bank Act (Canada) and BNS’s bylaws, the TBOC and Maple’s charter and bylaws. You are urged to carefully read this entire prospectus, the relevant provisions of the Bank Act (Canada) and the TBOC, BNS’s bylaws and Maple’s charter and bylaws for a more complete understanding of the differences between the rights of a Maple shareholder and the rights of a BNS shareholder. BNS has filed with the SEC its bylaws referenced in this summary of shareholder rights. For more information, see the section entitled “Where You Can Find More Information” on page [•]. References to a “holder” in the following summary are to the registered holder of the applicable shares.

 

Provision		BNS		Maple
Authorized Share Capital		BNS is authorized to issue an unlimited number of common shares and an unlimited number of preferred shares issuable in series. There are no issued and outstanding preferred shares.   Holders of common shares and preferred shares are entitled to all of the applicable rights and obligations provided under the Bank Act (Canada) and BNS’s bylaws.		Maple is authorized to issue an aggregate of 50,000,000 shares of capital stock, consisting of: (i) 40,000,000 shares of Maple Voting Common Stock; (ii) 5,000,000 shares of Maple Non-Voting Common Stock; and (iii) 5,000,000 shares of preferred stock, par value $0.01 per share. Of the authorized Maple preferred stock, 700,000 shares have been designated as Maple Preferred Stock.   The Maple Voting Common Stock and Maple Non-Voting Common Stock are otherwise identical, but the Maple charter does not provide for general conversion rights between the two classes of common stock. With respect to the Maple preferred stock, the Maple board of directors is authorized to fix the conversion or exchange features of any series of Maple preferred stock by resolution at the time of issuance.

 

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Provision		BNS		Maple
Common Shares		Holders of common shares are entitled to vote at all meetings of the shareholders of BNS except meetings at which only holders of a specified class, other than common shares, or series of shares of BNS are entitled to vote. Common shareholders are entitled to receive dividends, as and when declared by the board of directors of BNS on the common shares.   After the payment to the holders of the preferred shares of the amount or amounts to which they may be entitled, the holders of the common shares shall be entitled to receive the remaining property of BNS upon liquidation, dissolution or winding-up thereof.		Holders of Maple Voting Common Stock are entitled to vote at all meetings of Maple shareholders, with each Maple shareholder of record having the right to one vote for each share of Maple Voting Common Stock registered in the name of the Maple shareholder. Except as otherwise required by law, holders of outstanding shares of Maple Non-Voting Common Stock are not entitled to vote on any matter on which Maple shareholders are entitled to vote. Holders of Maple Voting Common Stock and Maple Non-Voting Common Stock are entitled to receive dividends, as and when declared by the Maple board of directors, out of funds legally available therefor.   After the payment to the holders of the Maple Preferred Stock of the amount or amounts to which they may be entitled, the holders of the Maple Voting Common Stock and Maple Non-Voting Common Stock shall be entitled to receive the remaining property of Maple upon liquidation, dissolution or winding-up thereof, subject to the prior payment of the Maple Preferred Stock Liquidation Preference (as defined below) to the holders of the Maple Preferred Stock. The Maple Preferred Stock ranks pari passu with Maple Common Stock with respect to dividends.
Preferred Shares		The preferred shares, if outstanding, are entitled to preference over the common shares and over any other shares of BNS ranking junior to the preferred shares with respect to the payment of dividends and upon any distribution of assets in the event of liquidation, dissolution or winding-up of BNS.   BNS may not create, without the approval of the holders of outstanding preferred shares, any other class of shares ranking prior to or on a parity with the preferred shares, increase the authorized number of preferred shares or amend the provisions attaching to the preferred shares.		The Maple board of directors is expressly authorized, without further shareholder action, to issue Maple preferred stock in one or more classes or series and to fix the voting powers (full, limited or none) and distinctive designations, preferences and relative, participating, option or other special rights and qualifications, limitations, preferences, privileges and restrictions of each class or series, including redemption rights, dividend rights, liquidation preferences and conversion or exchange features, by resolution of the Maple board of directors.

 

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Provision		BNS		Maple
		Any approval to be given by the holders of the outstanding preferred shares may be given by a resolution carried by the affirmative vote of not less than 66 2/3% of the votes cast at a meeting of holders of preferred shares at which a majority of the outstanding preferred shares is represented or, if no quorum is present at such meeting, at any adjourned meeting at which no quorum requirements would apply.   The directors of BNS may from time to time by resolution divide any unissued preferred shares into series and fix the number of shares in each series and the rights, privileges, restrictions and conditions thereof. Effective January 1, 2013, in accordance with capital adequacy requirements adopted by OSFI, non-common capital instruments issued after January 1, 2013, including preferred shares, must include terms providing for the full and permanent conversion of such securities into common shares upon the occurrence of certain trigger events relating to financial viability in order to qualify as regulatory capital (“NVCC”). As of January 1, 2013, all outstanding capital instruments that did not meet the NVCC requirement were considered non-qualifying capital instruments and were phased out beginning January 1, 2013.
Variation of Rights Attaching to a Class or Series of Shares		Under the Bank Act (Canada), changes to rights, privileges, restrictions or conditions attaching to a class or series of shares generally require an amendment of BNS’s bylaws authorized by special resolution of BNS’s shareholders and, if applicable, a separate special resolution of the holders of the affected class or series of shares in accordance with the provisions of the Bank Act (Canada).		Under the TBOC, changes to the rights, privileges, restrictions or conditions attaching to a class or series of shares may be effected through an amendment to the Maple charter authorized in the manner required by the TBOC and the governing documents of Maple. With respect to the Maple Preferred Stock specifically, any amendment, alteration or repeal of any provision of the Maple charter (including the Maple certificate of designation) or the Maple bylaws that would adversely affect the rights or preferences of the Maple Preferred Stock requires the vote or consent of the holders of a majority of the outstanding shares of Maple Preferred Stock, voting as a single class, either by written consent or at a meeting called for such purpose.

 

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Provision		BNS		Maple
				Holders of Maple Preferred Stock shall not have any such voting rights if, at or prior to the effective time of the action with respect to which such vote would otherwise be required, all outstanding shares of Maple Preferred Stock have been converted into shares of Maple Common Stock.
Consolidation and Division; Subdivision		Under the Bank Act (Canada), the issued shares of a class or series of BNS shares may be changed into a different number of shares of the same class or series or into the same or a different number of shares of other classes or series through an amendment to its bylaws authorized by special resolution of shareholders, including, if applicable, a separate special resolution of the holders of the affected class or series of shares in accordance with the provisions of the Bank Act (Canada).		Under the TBOC, the issued shares of a class or series of Maple shares may be converted into a different number of shares of the same class or series, or into the same or a different number of shares of another class or series, through an amendment to the Maple charter adopted pursuant to Section 21.052 of the TBOC and approved in the manner required by the TBOC and Maple’s governing documents, including, if applicable, a separate vote or consent of the holders of a majority of the outstanding shares of Maple Preferred Stock, voting as a single class, if such amendment would adversely affect the rights or preferences of the Maple Preferred Stock.
				In connection with any stock split, reverse stock split, reclassification or similar event affecting the Maple Common Stock, the Maple Preferred Stock will be adjusted automatically and proportionately upon the effectiveness of such event so that the ratio of outstanding shares of Maple Common Stock to outstanding shares of Maple Preferred Stock immediately following such event is the same as immediately prior to such event. Such adjustment is provided for by the terms of the Maple certificate of designation and occurs without any further action by the Maple board of directors or Maple shareholders. Maple has also agreed in the Maple certificate of designation not to take any action, including through any reorganization, reclassification or amendment to the Maple charter or Maple bylaws, that would avoid or seek to avoid the observance or performance of the provisions and will protect the adjustment and conversion rights against impairment.

 

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Provision		BNS		Maple
Reduction of Share Capital		Under the Bank Act (Canada), BNS may, by special resolution of shareholders, reduce its stated capital for a class of shares, provided there are no reasonable grounds for believing that BNS is, or that the reduction would cause BNS to be, unable to maintain adequate capital and adequate and appropriate forms of liquidity; be unable to comply with or be in contravention of any regulation under the Bank Act (Canada) respecting the maintenance of adequate capital and adequate and appropriate forms of liquidity and the maintenance of the minimum capacity to absorb losses; or be in contravention of any direction under the Bank Act (Canada) to increase capital or provide additional liquidity in such forms and amounts as the Superintendent may require. A special resolution to reduce stated capital has no effect until it is approved in writing by the Superintendent.		Under the TBOC, Maple may reduce its stated capital for a class of shares through an amendment to its charter authorized pursuant to Section 21.052 of the TBOC and approved by the holders of the outstanding shares entitled to vote on the amendment, provided that the Maple board of directors determines that there are no reasonable grounds for believing that Maple is, or that the reduction would cause Maple to be, unable to pay its debts as they become due in the ordinary course of business, or that the value of Maple’s assets would, as a result of the reduction, be less than the aggregate of its liabilities plus the amount that would be needed, if Maple were to be dissolved at the time of the reduction, to satisfy the preferential rights upon dissolution of Maple shareholders whose preferential rights upon dissolution are superior to those receiving the benefit of the reduction.
Distributions and Dividends; Repurchases and Redemptions		Distributions/Dividends   Under the Bank Act (Canada), holders of common shares are entitled to receive dividends if, as and when declared by the directors of BNS, subject to any prior satisfaction of preferential dividends applicable to any preferred shares. Subject to the rights of the holders of any other class of shares of BNS entitled to receive dividends in priority to or ratably with the holders of common shares, the board of directors may in its sole discretion declare dividends on the common shares to the exclusion of any other class of shares of BNS.   Under the Bank Act (Canada), the board of directors may declare and BNS may pay dividends to the holders of common shares or preferred shares, subject to the requirement to notify the Superintendent of the declaration of a dividend at least 15 days before the day fixed for payment. The board of directors may not declare, and may not pay, a dividend if there are reasonable grounds for believing that BNS is, or the payment would cause BNS to be, unable to maintain adequate capital and		Distributions/Dividends   Holders of Maple Voting Common Stock and Maple Non-Voting Common Stock are entitled to receive dividends when, as and if declared by the Maple board of directors, out of funds legally available therefor, subject to any prior satisfaction of preferential dividends applicable to any preferred shares. Subject to the rights of the holders of any other class of shares of Maple entitled to receive dividends in priority to or ratably with the holders of common shares, all shares of Maple Voting Common Stock and Maple Non-Voting Common Stock shall be identical in all respects and entitle the holders thereof to the same powers, rights and privileges with respect to dividends, and the Maple board may in its sole discretion declare dividends on the common shares to the exclusion of any other class of shares of Maple.   The Maple board of directors may declare, and Maple may pay, dividends to the holders of Maple Voting Common Stock and Maple Non-Voting Common Stock or Maple Preferred Stock out of funds legally

 

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Provision		BNS		Maple
		adequate and appropriate forms of liquidity; be unable to comply with or be in contravention of any regulation under the Bank Act (Canada) respecting the maintenance of adequate capital and adequate and appropriate forms of liquidity and the maintenance of the minimum capacity to absorb losses; or be in contravention of any direction under the Bank Act (Canada) to increase capital or provide additional liquidity in such forms and amounts as the Superintendent may require.   The preferred shares are, as a class, entitled to preference over the common shares of and over any other shares of BNS ranking junior to the preferred shares with respect to the payment of dividends and distribution of assets of BNS in the event of the liquidation, dissolution or winding-up of BNS, whether voluntary or involuntary, or any other distribution of the assets of BNS among its shareholders for the purpose of winding-up its affairs.   Currently, the above limitations do not restrict the payment of dividends on common shares or preferred shares.   Repurchases/Redemptions   Under the Bank Act (Canada), BNS may, with the consent of the Superintendent and subject to its bylaws, purchase, for the purpose of cancellation, any shares issued by it, provided BNS may not make any payment to purchase such shares if there are reasonable grounds for believing that BNS is, or the payment would cause BNS to be, unable to maintain adequate capital and adequate and appropriate forms of liquidity; be unable to comply with or be in contravention of any regulation under the Bank Act (Canada) respecting the maintenance of adequate capital and adequate and appropriate forms of liquidity and the maintenance of the minimum capacity to absorb losses; or be in contravention of any direction under the Bank Act (Canada) to increase capital or provide additional liquidity in such forms and amounts as the Superintendent may require.		available for such purpose under applicable Texas law.   The Maple Preferred Stock ranks pari passu with the Maple Common Stock with respect to the payment of dividends; provided, however, that no dividends will be payable on the Maple Voting Common Stock or Maple Non-Voting Common Stock or any other class or series of capital stock ranking with respect to dividends pari passu with the Maple Common Stock unless a dividend is payable at the same time on the Maple Preferred Stock in an amount per share equal to the product of (a) the per share dividend declared and paid in respect of each share of Maple Common Stock and (b) the number of shares of Maple Common Stock into which such share of Maple Preferred Stock is then convertible (without regard to any limitations on conversion). Dividends on the Maple Preferred Stock are non-cumulative. In the event that the Maple board of directors does not declare or pay any dividends with respect to shares of Maple Common Stock, then the holders of Maple Preferred Stock will have no right to receive any dividends.   Currently, the above limitations do not restrict the payment of dividends on Maple Voting Common Stock, Maple Non-Voting Common Stock or Maple Preferred Stock.   Repurchases/Redemptions   The Maple Preferred Stock will not be redeemable at the option of Maple or any holder of Maple Preferred Stock at any time. Notwithstanding the foregoing, nothing contained in the Maple certificate of designation prohibits Maple from repurchasing or otherwise acquiring shares of Maple Preferred Stock in voluntary transactions with the holders thereof. Any repurchase of shares is subject to the general solvency requirements of the TBOC, which require that, at the time of the distribution, Maple’s assets exceed its liabilities and Maple is able to pay its debts as they become due in the ordinary course of business.

 

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Provision		BNS		Maple
		Under the Bank Act (Canada), BNS may, with the consent of the Superintendent and subject to its bylaws, redeem any redeemable shares issued by it at prices not exceeding the redemption price calculated according to a formula stated in its bylaws or the conditions attaching to the shares; provided that BNS may not make any payment to redeem such shares if there are reasonable grounds for believing that BNS is, or the payment would cause BNS to be, unable to maintain adequate capital and adequate and appropriate forms of liquidity; be unable to comply with or be in contravention of any regulation under the Bank Act (Canada) respecting the maintenance of adequate capital and adequate and appropriate forms of liquidity and the maintenance of the minimum capacity to absorb losses; or be in contravention of any direction under the Bank Act (Canada) to increase capital or provide additional liquidity in such forms and amounts as the Superintendent may require.   Currently, the above limitations do not restrict the retirement of common shares or preferred shares.   Under the Bank Act (Canada), neither BNS nor subsidiaries of BNS may hold BNS shares, unless it is holding such shares solely in the capacity of a personal representative, or by way of security where the security interest is nominal or immaterial when measured by criteria established by BNS that have been approved in writing by the Superintendent.		In the event that Maple makes (i) an offer to repurchase shares of Maple Voting Common Stock from all of the holders thereof, or (ii) a tender offer for any shares of Maple Voting Common Stock, Maple shall also offer to repurchase or make a tender offer for, as applicable, shares of Maple Preferred Stock pro rata based upon the number of shares of Maple Common Stock such holders would be entitled to receive if such shares were converted into Maple Common Stock immediately prior to such repurchase and otherwise on terms that would provide the holders of the Maple Preferred Stock consideration and other terms equivalent to the terms offered to the holders of Maple Common Stock, assuming the Maple Preferred Stock were so converted.   Shares of Maple Preferred Stock that are redeemed, purchased or otherwise acquired by Maple shall be canceled and shall revert to authorized and unissued shares of Maple Preferred Stock, undesignated as to series and available for further issuance.   Currently, the above limitations do not restrict the retirement of Maple Voting Common Stock, Maple Non-Voting Common Stock or Maple Preferred Stock.
Lien on Shares, Calls on Shares and Forfeiture of Shares		Under the Bank Act (Canada), shares issued by BNS are non-assessable, and shareholders are not liable to BNS or to its creditors in respect thereof. No share of any class of shares of BNS may be issued until it is fully paid for in money or, with the approval of the Superintendent, in property.		Under the TBOC, shares issued by Maple are non-assessable, and shareholders are not liable to Maple or to its creditors in respect thereof. All shares of Maple Common Stock delivered upon conversion of the Maple Preferred Stock shall be duly authorized, validly issued, fully paid and non-assessable, free and clear of all liens, claims, security interests, charges and other encumbrances. No share of any class of Maple shares may be issued until it is fully

 

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Provision		BNS		Maple
				paid for in money or in other lawful consideration in accordance with the TBOC.
Voting Rights		The holders of common shares are entitled to vote at all meetings of the shareholders of BNS except meetings at which only the holders of preferred shares of one or more series are entitled to vote.   Subject to the provisions of the Bank Act (Canada), the holders of a series of preferred shares as such will not be entitled to receive notice of, attend or vote at, any meeting of the shareholders of BNS unless and until the first time at which the board of directors has not declared the whole dividend on such series of preferred shares in respect of any quarter. In that event, the holders of such preferred shares will be entitled to receive notice of, and to attend, meetings of shareholders at which directors of BNS are to be elected and will be entitled to one vote for each preferred share held. The voting rights of the holders of such series of preferred shares shall forthwith cease upon payment by BNS of the first dividend on the series of preferred shares to which the holders are entitled subsequent to the time such voting rights first arose until such time as BNS may again fail to declare the whole dividend on such series of preferred shares in any quarter, in which event such voting rights shall become effective again and so on from time to time.   Under BNS’s bylaws, subject to the Bank Act (Canada), voting 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.		Except as otherwise required by law or as may be determined by the Maple board of directors with respect to Maple preferred stock, all voting rights are vested exclusively in the holders of Maple Voting Common Stock, with each holder of Maple Voting Common Stock entitled to one vote per share on each matter submitted to a vote of shareholders. Other than voting rights, the Maple Voting Common Stock and Maple Non-Voting Common Stock are identical in all respects. Holders of Maple Non-Voting Common Stock generally are not entitled to vote and are not counted among shares entitled to vote.   Although holders of Maple Preferred Stock generally do not have any voting rights, the vote of such holders, voting as a single class, is required to consummate the Merger under Texas law and the Maple certificate of designation.

 

86

Provision		BNS		Maple
Preemptive Rights		Holders of common shares, as such, have no preemptive, subscription, redemption or conversion rights.		The Maple charter expressly provides that Maple shareholders have no preemptive or preferential rights to purchase or subscribe for any shares or other securities of Maple, including convertible securities, except for such rights, if any, as the Maple board of directors may grant in its discretion.
Number of Directors		Under BNS’s bylaws, and subject to the Bank Act (Canada), the board of directors must fix the number of directors to be elected prior to each annual meeting of shareholders; provided that the board of directors consists of at least seven and at most 35 directors. Currently, the board of directors consists of 12 directors.		The Maple charter provides that the size of the Maple board of directors shall be set by the bylaws, but shall not be fewer than one nor more than 25 directors. The Maple bylaws provide that the number of directors constituting the Maple board of directors shall be fixed from time to time by affirmative vote of a majority of directors then in office, and shall be between one and 25.
Qualification of Directors		No person will be elected or appointed a director if the person is disqualified from being a director under the Bank Act (Canada). A director ceases to hold office when the director ceases to be qualified as a director under the Bank Act (Canada). No person will be eligible for election as a director of BNS unless nominated in accordance with applicable nomination procedures. The Corporate Governance Committee of the board of directors is charged with reviewing the qualifications of potential Director candidates and making recommendations to the whole Board.		No person will be elected or appointed a director of Maple if the person is disqualified from being a director under the TBOC or applicable federal banking laws and regulations. A director need not be a resident of Texas or a Maple shareholder. Each director, including a director elected to fill a vacancy, shall hold office until his successor is elected and qualified or until his earlier death, resignation or removal.
Classes of Directors		BNS’s bylaws do not provide for a classified board. All directors are elected annually, and BNS’s bylaws do not provide for cumulative voting.		The Maple charter and Maple bylaws do not provide for a classified board. Except with respect to a vacancy on the Maple board of directors, all directors are elected annually, and cumulative voting in director elections is expressly prohibited.
Citizenship and Residency of Directors		The Bank Act (Canada) requires that a majority of the directors must be, at the time of each director’s election or appointment, resident Canadians.		Not applicable.
Election of Directors		Prior to each annual meeting of shareholders, the board of directors must fix the number of directors to be elected at such meeting.		Directors are elected by a plurality of votes cast at any meeting of Maple shareholders entitled to vote, at which a quorum is present and at which directors are to be elected.

 

87

Provision		BNS		Maple
		Under the Bank Act (Canada) and BNS’s bylaws, the board of directors has the ability to appoint additional directors between shareholder meetings without shareholder approval, provided that such additional number does not exceed one-third of the number of directors elected at the most recent shareholder meeting.
Cumulative Voting		BNS’s bylaws do not provide for cumulative voting.		The Maple bylaws do not provide for cumulative voting. Cumulative voting is expressly not permitted in the election of directors or for any other purpose.
Removal of Directors		Under the Bank Act (Canada), any director or the entire board of directors may be removed from office, with or without cause, with the approval of a majority of the votes cast at a special meeting of shareholders.		Directors may be removed, with or without cause, by the holders of a majority of the outstanding shares entitled to vote in director elections, provided that notice of intent to remove a director is included in the notice of the meeting at which such removal is to be considered.
Vacancies		The Bank Act (Canada) generally allows a vacancy on the board of directors to be filled by a quorum of directors, except a vacancy resulting from an increase in the number or the minimum or maximum number of directors or a failure to elect the number or minimum number of directors provided for in the bylaws. The directors may appoint one or more additional directors, who shall hold office for a term ending not later than the close of the next annual meeting of shareholders, but the total number of directors so appointed shall not exceed one-third of the number of directors elected at the previous annual meeting of shareholders.		Vacancies on the Maple board of directors, including vacancies resulting from removal or an increase in the number of directors, may be filled by the shareholders or by a majority of the remaining directors, even if less than a quorum, subject to applicable limitations for seats created by an increase in the Maple board of directors size. The Maple board of directors may not fill more than two such directorships during the period between any two successive annual meetings of Maple shareholders.
Votes to Govern		The chair of any meeting may vote as a director; provided, however, under BNS’s bylaws, in the event of an equality of votes on any question at a meeting of the board of directors, the chair of the meeting is not entitled to a second or casting vote.		The vote of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Maple board of directors. No director may vote or act by proxy or power of attorney at any meeting of directors. The Maple bylaws do not provide for a casting or tie-breaking vote for the chair of a board meeting in the event of an equality of votes. In the event of a tie vote on any question at a meeting of the Maple board of directors, the matter would not be carried, as a majority of the directors

 

88

Provision		BNS		Maple
				present is required to constitute an act of the Maple board of directors.
Duties of Directors		Under the Bank Act (Canada), the directors of BNS owe a statutory fiduciary duty to BNS. The directors have a duty to manage, or supervise the management of, the business and affairs of BNS. In exercising their powers and discharging their duties, the directors must:   (a)   act honestly and in good faith with a view to the best interests of BNS; and   (b)   exercise the care, diligence and skill that a reasonably prudent person would exercise in comparable circumstances.   Under the Bank Act (Canada) and BNS’s bylaws, the directors of BNS must elect from their number a chief executive officer who is ordinarily resident in Canada and shall, subject to the Bank Act (Canada), exercise general supervision, direction and control over the business and affairs of BNS; provided that the directors may not delegate the power to:   (a)   submit to the BNS shareholders any question or matter requiring the approval of the shareholders;   (b)   fill a vacancy among the directors, on a committee of directors or in the office of auditor, or appoint additional directors;   (c)   issue or cause to be issued securities, including an issue of shares of a series that is authorized, except as authorized by the directors;   (d)   declare a dividend;   (e)   authorize the redemption or other acquisition by the bank pursuant to the Bank Act (Canada) of shares issued by the bank;		Under the TBOC, Maple directors owe fiduciary duties to Maple. All corporate powers shall be exercised by or under the authority of, and the business and affairs of Maple shall be managed under the direction of, the Maple board of directors, except as otherwise provided by applicable law or the Maple charter. In exercising their powers and discharging their duties, the directors must:   (a)   act in good faith;   (b)   act in a manner the Maple director reasonably believes to be in the best interests of Maple; and   (c)   act with ordinary care.   The Maple board of directors may designate from among its members an executive committee and one or more other committees. The TBOC provides that a committee of the Maple board may not:   (a)   amend the Maple charter, except to: (1) establish a series of shares; (2) increase or decrease the number of shares in a series; or (3) eliminate a series of shares established by the Maple board;   (b)   propose a reduction of stated capital;   (c)   approve a plan of merger, share exchange, or conversion of Maple;   (d)   recommend to Maple shareholders the sale, lease, or exchange of all or substantially all of the property and assets of Maple not made in the usual and regular course of its business;   (e)   recommend to the Maple shareholders a voluntary winding up and termination or revocation of a voluntary winding up and termination;

 

89

Provision		BNS		Maple
		(f)   authorize the payment of a commission on a share issue;   (g)   approve a management proxy circular;   (h)   except as provided in the Bank Act (Canada), approve the annual statement of BNS and any other financial statements issued by BNS; or   (i) adopt, amend or repeal bylaws.		(f)   amend, alter, or repeal the Maple bylaws or adopt new bylaws;   (g)   fill vacancies on the Maple board of directors;   (h)   fill vacancies on or designate alternate members of a committee of the Maple board of directors;   (i) fill a vacancy to be filled because of an increase in the number of directors;   (j) elect or remove officers of Maple or members or alternate members of a committee of the Maple board of directors; or   (k)   alter or repeal a resolution of the Maple board of directors that states that it may not be amended or repealed by a committee of the Maple board of directors.
Conflicts of Interest of Directors and Officers		Under the Bank Act (Canada), each of the directors and officers of BNS must disclose to BNS, in writing or by requesting to have it entered in the minutes of meetings of directors or of meetings of committees of directors, the nature and extent of any interest that he or she has in a material contract or material transaction, whether made or proposed, with BNS, if the director (a) is a party to the contract or transaction, (b) is a director or an officer, or an individual acting in a similar capacity, of a party to the contract or transaction, or (c) has a material interest in a party to the contract or transaction. A director who discloses such a conflict of interest will not be present at any meeting of directors, or of a committee of directors, while the contract or transaction is being considered or vote on any resolution to approve the contract or transaction, unless the contract or transaction relates primarily to his or her remuneration as a director, officer, employee, agent or mandatory of BNS or an affiliate, is for indemnity or insurance of directors of BNS or is with an affiliate of BNS.   Where BNS enters into a contract or transaction with a director of BNS, or with another person or entity of which a director of BNS is a director or officer or in which a		Under the TBOC, each of the directors and officers of Maple owes fiduciary duties to Maple, which include duties with respect to conflicts of interest. A contract or transaction between Maple and one or more of its directors or officers, or between Maple and any other entity in which one or more of its directors or officers are directors or officers or have a financial interest, is valid and enforceable, and is not void or voidable, notwithstanding such relationship or interest if any one of the following conditions is satisfied:   (a)   the material facts as to the applicable relationship or interest and as to the contract or transaction are disclosed to or known by: (1) Maple’s board of directors or a committee thereof and the Maple board of directors or committee in good faith authorizes the contract or transaction by the approval of a majority of the disinterested directors or committee members, regardless of whether the disinterested directors or committee members constitute a quorum or (2) Maple shareholders entitled to vote on the authorization of the contract or

 

90

Provision		BNS		Maple
		director of BNS has a material interest, the director or officer is not accountable to BNS or its shareholders if (a) disclosure of the interest was made as described above, (b) the directors of BNS approved the contract or transaction and (c) the contract or transaction was reasonable and fair to BNS when it was approved.   Even if those conditions are not met, a director or officer acting honestly and in good faith is not accountable to BNS or to its shareholders in respect of a transaction or contract in which the director has an interest; provided that:   (a)   the contract or transaction is approved or confirmed by special resolution at a meeting of the BNS shareholders;   (b)   disclosure of the interest was made to the BNS shareholders in a manner sufficient to indicate its nature before the contract or transaction was approved or confirmed; and   (c)   the contract or transaction was reasonable and fair to BNS when it was approved or confirmed.		transaction, and the contract or transaction is specifically approved in good faith by a vote of the Maple shareholders; or   (b)   the contract or transaction is fair to Maple as of the time it is authorized, approved or ratified by the Maple board of directors, a committee thereof, or the Maple shareholders.
Shareholders’ Disclosure of Interests in Shares		BNS shareholders are not generally required under the Bank Act (Canada) to make periodic public disclosure of their interests in shares of BNS, except in limited circumstances, including when nominating a candidate for election as a director, making certain other shareholder proposals or requisitioning a meeting of shareholders in accordance with the Bank Act (Canada).   Under the Exchange Act, all beneficial owners holding 5% or greater of BNS’s outstanding share capital must report their holdings to the SEC on “Schedule 13G” if the holdings are passive and held not with an intent to acquire control and on “Schedule 13D” if the holdings are nonpassive and held with an intent to acquire control.		Maple shareholders are not subject to any periodic public disclosure obligation under state law or Maple’s governing documents in respect of their interests in shares of Maple. The governing documents of Maple do not impose any ownership reporting thresholds or share acquisition approval requirements.

 

91

Provision		BNS		Maple
		In accordance with applicable Canadian securities laws, a BNS shareholder is required to disclose its interest in BNS’s shares where such shareholder beneficially owns or controls, directly or indirectly, voting securities entitling such shareholder to more than 10% of the voting rights attached to outstanding securities of BNS. Prior approval of the Minister of Finance is required for a person to acquire more than 10% of any class of shares of BNS.
Record Dates		Under the Bank Act (Canada), the board of directors may fix a record date for the purpose of determining shareholders entitled to receive payment of a dividend or entitled to receive notice of, or vote at, a meeting of shareholders, within the prescribed period.   If a record date is fixed, unless notice of the record date is waived in writing by every holder of a share of the class or series affected whose name is set out in the securities register at the close of business on the day on which the directors fix the record date, notice thereof will be given within the prescribed period by (a) advertisement in a newspaper in general circulation in the place where BNS has its head office and in each place in Canada where it has a transfer agent or where a transfer of its shares may be recorded; and (b) written notice to each stock exchange in Canada on which the shares of BNS are listed for trading.   If no record date is fixed by the board of directors, the record date for the determination of shareholders who are entitled to receive notice of a meeting is (i) at the close of business on the day immediately preceding the day on which the notice is given, or (ii) if no notice is given, the day on which the meeting is held; and the record date for the determination of shareholders for any other purpose, other than to establish a right to vote, is at the close of business on the day on which the directors pass a resolution in respect of that purpose.		For the purpose of determining shareholders entitled to notice of or to vote at any meeting of Maple shareholders or any adjournment thereof, Maple shareholders entitled to receive payment of any distribution or share dividend, or for any other proper purpose (other than determining Maple shareholders entitled to consent to action proposed to be taken without a meeting), the Maple board of directors may provide that the stock transfer books shall be closed for a stated period not to exceed 60 days. If the stock transfer books are closed for the purpose of determining Maple shareholders entitled to notice of or to vote at a meeting, such books must be closed for at least 10 days immediately preceding such meeting.   In lieu of closing the stock transfer books, the Maple board of directors may fix in advance a date as the record date for any such determination of Maple shareholders, such date in any case to be not more than 60 days, and, in the case of a meeting of Maple shareholders, not less than 10 days, prior to the date on which the particular action requiring such determination is to be taken.   If the stock transfer books are not closed and no record date is fixed for the determination of Maple shareholders entitled to notice of or to vote at a meeting of shareholders, or Maple shareholders entitled to receive payment of a distribution, a share dividend, or of interest or principal on indebtedness, the record date shall be: (i) in the case of a meeting of Maple shareholders, the date on which the notice of the meeting is mailed; or (ii) in all other cases, the date on which the resolution

 

92

Provision		BNS		Maple
				of the Maple board of directors declaring such distribution or share dividend or authorizing such payment of principal or interest is adopted.   When a determination of Maple shareholders entitled to vote at any meeting of Maple shareholders has been made as provided above, such determination shall apply to any adjournment of that meeting, except where the determination was made through the closing of the stock transfer books and the stated period of closing has expired.
Annual Meetings of Shareholders		Under the Bank Act (Canada), the board of directors must call an annual meeting of shareholders no later than six months after the end of BNS’s preceding financial year. Under BNS’s bylaws, notice of the time and place of each meeting of shareholders is given in accordance with the Bank Act (Canada).   At an annual meeting, shareholders will receive the financial statements of BNS and the auditor’s report, elect directors of BNS and appoint BNS’s auditor. Other business that may properly come before an annual meeting of shareholders or any business coming before a special meeting of shareholders is considered special business. For special business to be properly brought before a meeting, it must be specified in the notice of meeting and include (a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon; and (b) the text of any special resolution to be submitted to the meeting.		The Maple bylaws provide that an annual meeting of Maple shareholders shall be held at such time as may be determined by the Maple board of directors, at which meeting the shareholders shall elect a board of directors and transact such other business as may properly be brought before the meeting.   The Maple bylaws require written or printed notice stating the place, day, and hour of each meeting of Maple shareholders and, in the case of a special meeting, the purpose or purposes for which the meeting is called, to be delivered not less than 10 nor more than 60 days before the date of the meeting.   At an annual meeting, only such business will be conducted or considered as is properly brought before the meeting. To be properly brought before an annual meeting, business must be (i) specified in the notice of meeting given by or at the direction of the Maple board of directors, (ii) otherwise properly brought before the meeting by the presiding officer or by or at the direction of a majority of the Maple board of directors, or (iii) otherwise properly requested to be brought before the meeting by a Maple shareholder in accordance with the Maple bylaws.   A Maple shareholder’s notice of a nomination or proposal must be received by the Secretary not more than 120 days and not less than 90 days in advance of the anniversary date of the immediately

 

93

Provision		BNS		Maple
				preceding annual meeting; provided, however, that if the annual meeting is called on a date not within 60 days before or after such anniversary date, notice must be received within 10 days following the day on which notice of the annual meeting is first mailed to Maple shareholders or public disclosure of the date of the annual meeting was made, whichever occurs first.   The Maple bylaws set forth the exclusive means for a shareholder to make nominations of persons for election as a director of Maple or provide notice of the Maple shareholder’s intent to bring other business before an annual meeting of Maple shareholders.
Meeting Notice Provisions		Under the Bank Act (Canada), notice of the time and place of a meeting of BNS shareholders must be given not less than 21 days and not more than 60 days before the meeting to each director, to the auditor, the Superintendent and to each shareholder entitled to vote at the meeting.   Notice of a meeting of shareholders at which special business is to be transacted must state (a) the nature of that business in sufficient detail to permit the shareholder to form a reasoned judgment thereon; and (b) the text of any special resolution to be submitted to the meeting.		The Maple bylaws require that notice of any annual or special meeting of shareholders be given in accordance with the requirements of the TBOC, specifying the place, date and time of the meeting, and, in the case of a special meeting, the purpose or purposes for which the meeting is called. The notice shall be delivered no less than 10 days and no more than 60 days before the date of the meeting by or at the direction of the Chairman of the Board, President or Secretary or the body, officer or person calling the meeting to each shareholder entitled to vote.
Notice of Shareholder Nominations and Proposals		Under the Bank Act (Canada), a registered holder or beneficial owner of shares of BNS that may be voted at an annual meeting of shareholders may (a) submit to BNS notice of any matter that they propose to raise at the meeting; and (b) discuss at the meeting any matter in respect of which they would have been entitled to submit a proposal; provided that the person must have (or have the support of persons who, in the aggregate (including or not including the person submitting the proposal) have), for at least the six-month period immediately before submitting the proposal, been the registered holder or beneficial owner of either voting shares equal to at least 1% of BNS’s outstanding voting shares as of the		The Maple bylaws impose limitations on the proposals and nominations that may be considered at Maple shareholder-requested special meetings. Maple shareholders requesting a special meeting must comply with specified procedural requirements, including delivery of written notice to Maple containing information regarding the proposed business or nominees to be considered at such meeting. The Maple bylaws also provide advance notice requirements for shareholder proposals and director nominations to be considered at annual meetings, in each case in accordance with the TBOC.

 

94

Provision		BNS		Maple
		submission date or voting shares with a fair market value of at least C$2,000 as of the close of business on the day before submission.   Under the Bank Act (Canada), BNS shareholders may nominate candidates for election to the BNS board of directors through the mechanism described below under “Proxy Rights.”
Proxy Rights		BNS shareholders may nominate candidates for election to the board through the shareholder proposal mechanism provided for under the Bank Act (Canada) (discussed above under “Notice of Shareholder Nominations and Proposals”), provided that the director nomination proposal is signed by registered holders or beneficial owners of shares representing at least 5% of the shares of BNS or 5% of the shares of a class of shares entitled to vote at the meeting at which the proposal is to be presented. BNS has adopted a proxy access policy under which a shareholder’s nominees for election as a director may be included in BNS’s proxy circular for any annual meeting of shareholders, subject to compliance with the policy’s requirements.		At any meeting of Maple shareholders, every Maple shareholder having the right to vote shall be entitled to vote in person or by proxy executed in writing by such Maple shareholder and bearing a date not more than 11 months prior to such meeting, unless such instrument provides for a longer period. Each proxy shall be revocable unless expressly provided therein to be irrevocable and if, and only so long as, it is coupled with an interest sufficient in law to support an irrevocable power. Such proxy shall be filed with the Maple Secretary prior to or at the time of the meeting. Any Maple shareholder, by written notice to the Maple Secretary before any meeting, may withdraw a previously filed proxy and vote the Maple shareholder thereon in person, unless the proxy is irrevocable. Voting on any questions or in any election may be by voice vote or show of hands unless the presiding officer orders, or any Maple shareholder demands, that voting be by written ballot.
Calling Special Meetings of Shareholders		Under the Bank Act (Canada), the BNS board of directors may call a special meeting of shareholders at any time. In addition, holders of 5% or more of the outstanding shares of BNS that carry the right to vote at a meeting sought to be held may requisition a shareholders’ meeting. The requisition must be sent to BNS and each of its directors and state the business to be transacted at the meeting. The board of directors must call a meeting of shareholders to transact the business stated in the requisition within 21 days of receiving the requisition; otherwise, the shareholder may call the meeting. The board of directors is not required to call a		Special meetings of Maple shareholders may be called by the Chairman of the Board, the President, the Maple board of directors or by holders of at least 10% of the shares entitled to vote at the proposed special meeting, subject to limitations on proposals and nominations that may be considered at shareholder-requested special meetings.

 

95

Provision		BNS		Maple
		meeting upon receiving a requisition by a shareholder if (a) the business stated in the requisition is of a proscribed nature, (b) a record date has already been fixed and notice provided in respect of a meeting or (c) the board of directors has already called a meeting and given notice of such meeting.
Quorum of Shareholders		At any meeting of shareholders, at least two persons, being holders present in person or represented by proxyholders who together hold or represent by proxy at least 25% of the outstanding shares of BNS entitled to be voted at the meeting, constitute a quorum for the transaction of business, subject to any different quorum requirement applicable to a class or series meeting.		Unless otherwise provided in the Maple charter or the TBOC, the holders of a majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of Maple shareholders.
Adjournment of Shareholder Meetings		Under the Bank Act (Canada), the shareholders may adjourn the meeting if a quorum is not present at the opening of the meeting. If a meeting of the BNS shareholders is adjourned for less than 30 days it will not be necessary to give notice of the adjourned meeting, other than by announcement at the meeting that it is adjourned. If a meeting of BNS shareholders is adjourned by one or more adjournments for an aggregate of 30 days or more, notice of the adjourned meeting will be given as for an original meeting, in accordance with the provisions of the Bank Act (Canada).   Under BNS’s bylaws, the chair at any meeting of shareholders or the Chair of the board of directors may also adjourn a 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.		Under the Maple bylaws, if a quorum is not represented at any meeting of Maple shareholders, the shareholders represented in person or by proxy at that meeting have the power to adjourn the meeting until such time and to such place as may be determined by vote of the holders of a majority of the shares represented in person or by proxy, without notice other than announcement at the meeting. At any adjourned meeting at which a quorum is represented, any business may be transacted that might have been transacted at the meeting as originally convened.   Any determination of shareholders entitled to vote at a meeting of Maple shareholders shall apply to any adjournment of that meeting, except where such determination was made through the closing of stock transfer books and the stated period of closing has expired.   In no event shall any adjournment or postponement of an annual meeting of Maple shareholders, or the announcement thereof commence a new time period for the giving of the advance notice required under the Maple bylaws for shareholder nominations and proposals.

 

96

Provision		BNS		Maple
Amendments to Charter		The Bank Act (Canada) is BNS’s charter and cannot be amended by BNS shareholders. Amendments to the Bank Act (Canada) require the Parliament of Canada to pass a new federal bill.		Under the TBOC, amendments to the Maple charter generally require approval by the Maple board of directors followed by approval of the shareholders, pursuant to Section 21.052 of the TBOC. The Maple charter does not contain a supermajority or other heightened amendment standard beyond what is required by the TBOC.
Amendments to Bylaws		The board of directors may, by resolution, make, amend or repeal any bylaw that regulates the business or affairs of BNS, except where the Bank Act (Canada) otherwise provides. Where the directors make, amend or repeal a bylaw, they are required under the Bank Act (Canada) to submit the bylaw, or the amendment or repeal of a bylaw, to the BNS shareholders at the next meeting of shareholders and the shareholders may confirm, reject or amend the bylaw, by resolution. If the bylaw, amendment or repeal is rejected by the shareholders, or the directors do not submit the bylaw, amendment or repeal to the shareholders as required, the bylaw, amendment or repeal ceases to be effective and no subsequent resolution of the directors to make, amend or repeal a bylaw having substantially the same purpose or effect is effective until it is confirmed or confirmed as amended by the shareholders.		The Maple bylaws may be amended or repealed, or new bylaws may be adopted, by the affirmative vote of a majority of the directors present at any meeting of the Maple board of directors at which a quorum is present, or by unanimous written consent of all directors, unless (1) the TBOC or the Maple charter reserves the power exclusively to the Maple shareholders in whole or in part, or (2) the Maple shareholders in amending, repealing, or adopting a particular bylaw expressly provide that the Maple board of directors may not amend or repeal that bylaw. Unless the Maple charter or a shareholder-adopted bylaw provides otherwise, the shareholders may amend, repeal or adopt the Maple bylaws even though the Maple bylaws may also be amended, repealed or adopted by the Maple board of directors.
Shareholder Suits		Derivative Action:   Under the Bank Act (Canada), a “complainant” (as defined below) or the Superintendent may apply to a court for leave to bring an action under the Bank Act (Canada) in the name and on behalf of BNS or any of its subsidiaries, or to intervene in an existing action under the Bank Act (Canada) to which BNS or any of its subsidiaries is a party, for the purpose of prosecuting, defending or discontinuing the action on behalf of BNS or its subsidiary. However, under the Bank Act (Canada), no action may be brought and no intervention in an action may be made by a complainant unless a court is satisfied that: (a) the		Texas is a universal demand jurisdiction. Under the TBOC, the focus is on harm to the corporation. A shareholder may not institute a derivative proceeding until the 91st day after the date a written demand is filed with Maple stating with particularity the act, omission, or other matter that is the subject of the claim or challenge and requesting that the corporation take suitable action.   The foregoing waiting period is not required or, if applicable, shall terminate if: (1) the shareholder has been notified that the demand has been rejected by the corporation; (2) the corporation is suffering irreparable injury; or (3) irreparable injury

 

97

Provision		BNS		Maple
		complainant has, not less than 14 days before bringing the application or as otherwise ordered by the court, given notice to the directors of BNS or its subsidiary of the complainant’s intention to apply to the court for such leave if the directors of BNS or its subsidiary do not bring, diligently prosecute or defend or discontinue the action; (b) the complainant is acting in good faith; and (c) it appears to be in the interests of BNS or its subsidiary that the action be brought, prosecuted, defended or discontinued. A complainant must give the Superintendent notice of the application, and the Superintendent may appear and be heard in person or by counsel at the hearing of the application.   Under the Bank Act (Canada), the court in a derivative action may make any order it thinks fit, including, without limitation, an order authorizing the Superintendent, the complainant or any other person to control the conduct of the action, an order giving directions for the conduct of the action, an order directing that any amount adjudged payable by a defendant in the action be paid, in whole or in part, directly to former and present security holders of BNS or its subsidiary instead of to BNS or its subsidiary and an order requiring BNS or its subsidiary to pay reasonable legal fees incurred by the Superintendent or the complainant in connection with the action. The court may not, however, make any order in relation to any matter that would, under the Bank Act (Canada), require the approval of the Minister of Finance or the Superintendent.   For the purposes of the Bank Act (Canada), a “complainant,” in relation to BNS, means: (a) a registered holder or beneficial owner, and a former registered holder or beneficial owner, of a security of BNS or any of its affiliates; (b) a director or an officer, or a former director or officer, of BNS or any of its affiliates; or (c) any other person who, in the discretion of a court, is a proper person to make such an application.		to the corporation would result by waiting for the expiration of the 90-day period.   For the purposes of the TBOC, a person who may bring a derivative action on behalf of Maple means (a) a registered holder or beneficial owner of shares of Maple at the time of the transaction of which the Maple shareholder complains, or a person who became a Maple shareholder through transfer by operation of law from such a person; or (b) any other person who fairly and adequately represents the interests of Maple in enforcing the right of Maple and who, in the discretion of a court, is a proper person to bring such an action.

 

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Provision		BNS		Maple
Enforcement of Civil Liabilities Against Foreign Persons		A judgment for the payment of money rendered by a federal or provincial court in Canada based on civil liability would generally be enforceable elsewhere in Canada.   A judgment for the payment of money rendered by a court in the United States based on civil liability would not be automatically enforceable in federal or provincial courts of Canada. The party seeking enforcement would first have to commence proceedings at the appropriate level of court in the Canadian jurisdiction in which enforcement is sought and obtain an order from that court for the recognition and enforcement of the judgment.   The following requirements must generally be met before the foreign monetary judgment will be recognized and enforceable in a Canadian court: (a) the foreign court must have properly asserted jurisdiction; (b) the judgment must not have been obtained by fraud or in a manner contrary to natural justice; (c) the judgment must be final and conclusive; and (d) the judgment is not for a penalty, taxes or enforcement of a foreign public law, or otherwise contrary to Canadian public policy.		A judgment for the payment of money rendered by a Texas state court or a federal district court sitting in Texas based on civil liability would generally be entitled to full faith and credit in courts of other U.S. states, in accordance with the Full Faith and Credit Clause of the United States Constitution and applicable federal and state statutes.   A judgment for the payment of money rendered by a federal or provincial court in Canada based on civil liability would not be automatically enforceable in Texas state courts or federal courts sitting in Texas. The party seeking enforcement would first have to commence proceedings in the appropriate court in Texas or the applicable U.S. jurisdiction in which enforcement is sought and obtain an order from that court for the recognition and enforcement of the judgment.   The following requirements must generally be met before a foreign monetary judgment will be recognized and enforceable in a Texas court: (a) the foreign court must have properly asserted jurisdiction over the matter and the parties; (b) the judgment must not have been obtained by fraud or in a manner contrary to due process; (c) the judgment must be final and conclusive; and (d) the judgment must not be for a penalty, taxes, or the enforcement of a foreign penal or public law, or otherwise contrary to Texas or U.S. public policy.
Limitation of Personal Liability of Directors and Officers		Under the Bank Act (Canada), no provision in a contract, BNS’s bylaws or a resolution of BNS’s board of directors or shareholders relieves a director or officer of BNS from the duty to act in accordance with the Bank Act (Canada) or the regulations thereunder or relieves them from liability for a breach thereof. However, under the Bank Act (Canada), directors and officers are not liable in respect of certain of their duties imposed under the Bank Act (Canada), including their duty of care, if they relied in good faith on (a) financial statements		The Maple charter eliminates the personal liability of directors and officers for monetary damages to the fullest extent permitted by the TBOC. Any amendment or repeal of this provision will not adversely affect the rights of directors and officers with respect to conduct occurring prior to such amendment or repeal.   The TBOC does not, however, permit any limitation of the liability of a director for: (i) a breach of the duty of loyalty to Maple or its shareholders; (ii) an act or omission

 

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Provision		BNS		Maple
		represented to the directors or officers by an officer of BNS or in a written report of BNS’s auditors fairly to reflect the financial condition of BNS or (b) a report of a person whose profession lends credibility to a statement made by the professional.		not in good faith that constitutes a breach of duty of the person to the corporation or involves intentional misconduct or a knowing violation of law; (iii) a transaction from which the director obtains an improper benefit, regardless of whether the benefit resulted from an action taken within the scope of the person’s duties; or (iv) an act or omission for which the liability of a director is expressly provided by an applicable statute (such as wrongful distributions).
Indemnification of Directors and Officers		Under BNS’s bylaws, and subject to the Bank Act (Canada), BNS shall indemnify its directors and officers, its former directors and officers or another individual who acts or acted at BNS’s request as a director or officer, or an individual acting in a similar capacity, of another entity (an “Indemnifiable Person”) against all costs, charges and expenses, including an amount paid to settle an action or satisfy a judgment, reasonably incurred by the Indemnifiable Person in respect of any civil, criminal, administrative, investigative or other proceeding in which the Indemnifiable Person is involved because of that association with BNS or other entity, provided that:   (a)   the Indemnifiable Person acted honestly and in good faith with a view to the best interests of BNS, or, as the case may be, to the best interests of the other entity for which the individual acted as director or officer or in a similar capacity at BNS’s request; and   (b)   in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty, the Indemnifiable Person had reasonable grounds for believing that the Indemnifiable Person’s conduct was lawful.		Under the TBOC, a Texas corporation is permitted to indemnify a director, former director, or delegate who was, is, or is threatened to be made a respondent in a proceeding, against (i) judgments and (ii) expenses (other than a judgment) reasonably and actually incurred by the person in connection with a proceeding if the person: (a) acted in good faith; (b) reasonably believed, in the case of conduct in the person’s official capacity, that the person’s conduct was in the corporation’s best interests, and in any other case, that the person’s conduct was not opposed to the corporation’s best interests; and (c) in the case of a criminal proceeding, did not have a reasonable cause to believe the person’s conduct was unlawful. In addition, the TBOC permits indemnification of other persons. If, however, the person is found liable to a Texas corporation, or is found liable on the basis he or she received an improper personal benefit, then indemnification under the TBOC is limited to the reimbursement of reasonable expenses actually incurred in connection with the proceeding, and which excludes a judgment, a penalty, a fine, and an excise or similar tax, including an excise tax assessed against the person with respect to an employee benefit plan. Furthermore, no indemnification will be available if the person is found liable for: (i) willful or intentional misconduct in the performance of the person’s duty to the corporation;

 

100

Provision		BNS		Maple
		Subject to the Bank Act (Canada), BNS may advance moneys to an Indemnifiable Person for the costs, charges and expenses of a proceeding referred to above.		(ii) breach of the person’s duty of loyalty owed to the corporation; or (iii) an act or omission not committed in good faith that constitutes a breach of a duty owed by the person to the corporation.   Maple is required to indemnify its directors and officers, and those serving at Maple’s request in similar capacities for another entity, against all expenses, judgments, fines, and settlement amounts incurred in connection with any proceeding (including civil, criminal, administrative, and investigative proceedings), to the fullest extent permitted under the TBOC.   Under the TBOC, a determination that indemnification is appropriate generally must be made: (i) by a majority vote of the directors who, at the time of the vote, are disinterested and independent, regardless of whether such directors constitute a quorum; (ii) by a majority vote of a special committee of the board of directors if the committee is designated by a majority vote of the directors who at the time of the vote are disinterested and independent, regardless of whether such directors constitute a quorum, and is composed solely of one or more directors who are disinterested and independent; (iii) by special legal counsel selected by majority vote under (i) or (ii) above; (iv) by the shareholders in a vote that excludes those shares held by directors who, at the time of the vote, are not disinterested and independent; or (v) by a unanimous vote of the shareholders of the corporation.   Maple must advance expenses to such indemnitees prior to final disposition of a proceeding, subject to the indemnitee providing a written affirmation of a good-faith belief that the applicable standard of conduct has been met and an undertaking to repay the advance if it is ultimately determined that the indemnitee is not entitled to indemnification. Any amendment or repeal of the indemnification

 

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Provision		BNS		Maple
		Under the Bank Act (Canada), an Indemnifiable Person is also entitled to indemnity from BNS in respect of all costs, charges and expenses reasonably incurred by the Indemnifiable Person in connection with the defense of any civil, criminal, administrative, investigative or other proceeding to which the Indemnifiable Person is subject because of the Indemnifiable Person’s association with BNS or other entity, if the Indemnifiable Person:   (a)   was not judged by the court or other competent authority to have committed any fault or omitted to do anything that the Indemnifiable Person ought to have done; and   (b)   fulfills the conditions first set out above.   In the case of a derivative action, indemnity may be made only with court approval, if the Indemnifiable Person fulfills the requirements first mentioned above.   In addition, BNS may, pursuant to its bylaws and subject to the Bank Act (Canada), purchase and maintain insurance for the benefit of an Indemnifiable Person against such liabilities and in such amounts as the BNS board of directors may from time to time determine and as are permitted by the Bank Act (Canada).		or advancement provisions that diminishes such rights is prospective only.   Maple may purchase and maintain directors’ and officers’ liability insurance (and similar insurance) on behalf of its directors, officers, employees, and agents, or those serving at its request in such capacities for another entity. Absent fraud, the Maple board of director’s determination regarding the terms, insurer, and arrangement for such insurance is conclusive.
Appraisal and Dissent Rights		The only circumstance under which the Bank Act (Canada) extends appraisal or dissenters’ rights to shareholders is in respect of a compulsory acquisition of shares following a takeover bid through which an acquiror has acquired not less than 90% of the shares of the class that were the subject of the bid or as part of a going-private or squeeze-out transaction. Due to the ownership restrictions applicable to BNS under the Bank Act (Canada), the shares of BNS may not be the subject of a takeover bid, going private or squeeze-out transaction. See “Description of BNS Common Shares—Limitations Affecting Holders of BNS Common Shares.”		Under the TBOC, holders of Maple Voting Stock who properly perfect appraisal rights will have their shares treated as “Dissenting Shares” and such shares will not be converted into the Merger Consideration. Instead, such holders will be entitled only to the payment provided under the TBOC for dissenting shares, and their appraisal rights will be extinguished if not properly perfected or if subsequently withdrawn or lost.

 

102

Provision		BNS		Maple
Approval of Extraordinary Transactions; Anti-Takeover Provisions		Under the Bank Act (Canada), a sale of all or substantially all of the assets of BNS must be submitted by the directors to a meeting of shareholders and, subject to the Bank Act (Canada), to the holders of each class or series of shares of BNS. The sale agreement is approved when the shareholders and the holders of each class or series entitled to vote separately as a class or series have approved the sale by special resolution. The Superintendent must also approve the sale agreement and approval of the Minister of Finance is required.   An amalgamation (other than an amalgamation with a parent or a subsidiary or an amalgamation with a sister corporation in accordance with the provisions of the Bank Act (Canada)) or a liquidation and dissolution of BNS, is also generally required to be approved by special resolution, being a majority of not less than two-thirds of the votes cast, in person or by proxy, in respect of the resolution at a meeting of BNS shareholders. Prior approval of the Superintendent and the Minister of Finance would also be required.   Additionally, Multilateral Instrument 61-101—Protection of Minority Security Holders in Special Transactions (which we refer to as “MI 61-101”) of the Canadian Securities Administrators contains detailed requirements in connection with, among other transactions, “related party transactions” and “business combinations.” A related party transaction means, generally, any transaction by which an issuer, directly or indirectly, consummates one or more specified transactions with a related party, including purchasing or disposing of an asset, issuing securities or assuming liabilities. “Related party,” as defined in MI 61-101, includes (a) directors and senior officers of the issuer, (b) holders of voting securities of the issuer carrying more than 10% of the voting rights attached to all the issuer’s outstanding voting securities and (c) holders of a sufficient		Texas law contains a business combination statute that prohibits a Texas corporation from engaging in certain business combinations, including mergers, consolidations and asset sales, with a person, or an affiliate or associate of such person, who is an “affiliated shareholder” (generally defined as the holder of 20% or more of the corporation’s voting shares) for a period of three years from the date such person became an affiliated shareholder unless: (i) the business combination or purchase or acquisition of shares made by the affiliated shareholder was approved by the board of directors of the corporation before the affiliated shareholder became an affiliated shareholder or (ii) the business combination was approved by the affirmative vote of the holders of at least two-thirds (2/3) of the outstanding voting shares of the corporation not beneficially owned by the affiliated shareholder, at a meeting of shareholders called for that purpose (and not by written consent), not less than six months after the affiliated shareholder became an affiliated shareholder.   The Texas business combination statute is not applicable to a business combination with a corporation that opted out of such provision through its articles of incorporation or bylaws; or to a business combination with an affiliated shareholder who became one inadvertently, if the affiliated shareholder (i) divests itself, as soon as practicable, of enough shares to no longer be an affiliated shareholder and (ii) would not at any time within the three-year period preceding the announcement of the business combination have been an affiliated shareholder but for the inadvertent acquisition.   Maple has not opted out of the Texas business combination statute. Accordingly, the Texas business combination statute applies to acquisitions of shares of Maple Common Stock.

 

103

Provision		BNS		Maple
		number of any securities of the issuer to materially affect control of the issuer. A “business combination” means, generally, any amalgamation, arrangement, consolidation, amendment to share terms or other transaction, as a consequence of which the interest of a holder of an equity security may be terminated without the holder’s consent. MI 61-101 requires, subject to certain exceptions, specific detailed disclosure in the proxy (information) circular sent to security holders in connection with a related party transaction or business combination where a meeting is required and, subject to certain exceptions, the preparation of a formal valuation of the subject matter of the related party transaction or business combination and any non-cash consideration offered in connection therewith, and the inclusion of a summary of the valuation in the proxy circular. MI 61-101 also requires, subject to certain exceptions, that an issuer not engage in a related party transaction or business combination unless, in addition to any other required shareholder approvals, the disinterested shareholders of the issuer have approved the related party transaction or business combination by a simple majority of the votes cast.		In addition to the protections afforded by Texas law, the Maple charter contains transfer restrictions and a right of first refusal on share transfers, as described below under “Transfer Restrictions; Rights of First Refusal.”
Shareholder Rights Plan		BNS does not have a shareholder rights plan.   No person may acquire or increase a significant interest (i.e., more than 10% of any class of shares) in BNS without the consent of the Minister of Finance. In addition, no person may control, or be a “major shareholder” (as defined in the Bank Act (Canada)) of, BNS. See “Description of BNS Common Shares—Limitations Affecting Holders of BNS Common Shares.”		Maple does not currently have a shareholder rights plan (commonly known as a “poison pill”) in effect. However, the Maple board of directors is expressly authorized to provide for the issuance of Maple preferred stock in one or more classes or series, with such rights, preferences and privileges as the Maple board of directors may determine, which authority could in the future be used to adopt a rights plan without Maple shareholder approval, subject to applicable regulatory requirements.
Transfer Restrictions; Rights of First Refusal		BNS Common Shares are listed on the NYSE and TSX and are not subject to transfer restrictions or rights of first refusal.   However, the Bank Act (Canada) contains restrictions on the issue, transfer, acquisition, beneficial ownership and voting of all shares of a chartered bank. No		The Maple charter provides that no shareholder may transfer shares of Maple capital stock except in accordance with the transfer restriction provisions of the Maple charter. Any purported transfer in violation of such restrictions is void ab initio and will not be recognized by Maple for any purpose,

 

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