Registration statement n ° 333-237342
Filed in accordance with Rule 424 (b) (5)

The information in this preliminary prospectus supplement is not complete and is subject to change. This preliminary prospectus supplement does not constitute an offer to sell such securities and does not solicit an offer to buy such securities in any jurisdiction where the offering or selling is not permitted.

Preliminary prospectus supplement, subject to completion, dated January 5, 2022

SUPPLEMENT TO THE PROSPECTUS dated, 2022

(in the prospectus of April 20, 2020)

US DOLLARS $

% Subordinated Notes maturing in 2037

(Non-viability Conditional capital (NVCC))

(Subordinated debt)

We are offering the total principal amount of our% of subordinated notes due 2037 (Non-viability Contingent Capital (NVCC)) (the ??Remarks??). Subject to any redemption before, 2037 (the ??Due date??), as described below, the notes will bear interest (i) from 2022 inclusive until 2032, but excluding (the ??Reset date??), at a rate of% per annum and (ii) from and including the Revision Date up to, but excluding, the Maturity Date at a rate per annum equal to the
5 years Treasury rate (as defined herein) plus%. Interest on the Notes will be payable semi-annually in arrears each year (each, one ??Interest payment date??), beginning in 2022. The Notes offered by this prospectus supplement will be our direct unsecured obligations constituting subordinated debt for the purposes of the Bank Act (Canada) (the ??Bank Act??).

Upon the occurrence of a Trigger Event (as defined herein), each Note in circulation will be automatically and immediately converted, completely and permanently, without the consent of its holders, into fully paid, non-assessable and common shares. freely negotiable. Bank shares (??Ordinary actions??). See ??Description of notes ?? NVCC automatic conversion. ??

We may, at our option, redeem the Notes, with the prior written approval of the Superintendent of Financial Institutions Canada (on ??Superintendent??), in full but not in part, over no less than 30 days ?? and not more than 60 days ?? notice to holders of record of the Notes, (i) at any time within 90 days of a Regulatory Event Date (as defined herein), (ii) at any time after the occurrence of a Tax Event (such as defined herein) or (iii) on the Reset Date, in each case at a redemption price equal to 100% of the principal amount thereof, plus any accrued and unpaid interest up to, but excluding , the date fixed for the redemption. The Notes are not redeemable at the option of the holders. See ??Description of notes ?? Redemption. ??

Prior to this placement, there was no public market for the Notes. We do not intend to seek listing of the Notes on any stock exchange or their inclusion in an automated quotation system and, therefore, there is no market in which the Notes can be traded. sold and purchasers may not be able to resell Notes purchased under this prospectus supplement.

There are risks associated with investing in the Notes, including the risks described in “Risk Factors”? section on page S-11 of this prospectus supplement and those described in the management report and the analysis of the financial position and results of operations in our annual report on form 40-F for the fiscal year ended October 31, 2021, which is incorporated by reference into this prospectus supplement and the accompanying prospectus dated April 20, 2020.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved the Notes or passed on the adequacy or accuracy of this Prospectus Supplement or the accompanying Prospectus. Any statement to the contrary is a criminal offense.

The Notes will not constitute savings accounts, deposits or other obligations which are insured by the Federal Deposit Insurance Corporation of the United States, the Deposit Insurance Fund or any other government agency or under the Canada Deposit Insurance Corporation Act (Canada), the Bank Act or any other deposit insurance scheme designed to ensure payment of all or part of a deposit in the event of the insolvency of the depository financial institution.

Tickets will not be subject to Bail-In Conversion (as defined here).

The Underwriters expect to deliver the Notes through the book-entry delivery system of The Depository Trust Company and its direct and indirect participants, including Euroclear Bank SA / NV and Clearstream Banking Limited Company, on or around 2022.

The date of this prospectus supplement is 2022.