KEY-L KeyCorp

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Exhibit 99.1

NEWS

KeyCorp Receives Strategic Minority Investment from Scotiabank

Opportunistic capital raise on attractive terms

Accelerates capital and earnings improvement; capital raise estimated to result in pro forma CET1 of 12.4%

Further strengthens Key’s capacity for growth

CLEVELAND, OH - August 12, 2024 /PRNewswire/ — KeyCorp (NYSE: KEY) today announced it has reached an agreement under which The Bank of Nova Scotia (“Scotiabank”) (TSX: BNS) (NYSE: BNS) will make a strategic minority investment in KeyCorp of approximately $2.8 billion, representing approximately 14.9% pro forma common stock ownership, for a fixed price of $17.17 per share.

“Scotiabank approached us with a unique opportunity to raise capital on attractive terms. While we continue to be comfortable with our current capital position, we determined that the investment enables Key to accelerate our well-communicated capital and earnings improvement while bolstering our strategic position,” said KeyCorp Chairman and Chief Executive Officer, Chris Gorman. “Further, this transaction creates greater capacity for growth by enabling additional investments in targeted scale across our franchise and increases Key’s strategic agility as we navigate an uncertain environment from a position of strength. We have a proven track record of driving growth in areas such as investment banking, payments, and wealth management, and we expect to leverage our strengthened financial position to lean into these areas more aggressively.”

Transaction Details

The approximately $2.8 billion minority investment is estimated to increase KeyCorp’s June 30, 2024, CET1 capital ratio by 195 basis points to 12.4% and increase tangible book value per share by more than 10%.

In conjunction with completion of the capital raise, KeyCorp intends to evaluate a potential repositioning of the available-for-sale securities portfolio with the objective of accelerating the timing of expected profitability, liquidity and capital improvements, and generally increasing resiliency. The capital raise, along with the contemplated repositioning, are estimated to result in a strong net CET1 capital ratio in the range of 11.3% to 11.6%,¹ while being low single-digit accretive to 2025 earnings per share and slightly accretive to 2026 earnings per share. The estimated CET1 capital ratio, pro forma for the capital raise and balance sheet repositioning, inclusive of AOCI is expected to be in the range of 9.1% to 9.4%,¹ a 185 to 210 basis point improvement from June 30, 2024, providing a substantial cushion as Basel III rules are eventually finalized. Such future actions would be subject to market conditions and other factors.

 

1	Based on potential Deferred Tax Asset deduction

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As part of the transaction, KeyCorp and Scotiabank plan to explore commercial opportunities to partner together in the future to best serve their respective client bases.

Timing and Approvals

Scotiabank will purchase approximately 163 million shares of KeyCorp’s common stock in two tranches: an initial investment of $0.8 billion, after which Scotiabank will own 4.9% of KeyCorp’s common stock, will occur upon expiration of the antitrust waiting period under the Hart-Scott-Rodino (HSR) Act, followed by an additional investment of $2.0 billion, after which Scotiabank will own approximately 14.9% of KeyCorp’s common stock, upon approval by the Federal Reserve.

The parties expect to complete the initial purchase at the end of August and the additional purchase upon the satisfaction of customary closing conditions and the receipt of Federal Reserve approval, which is expected to occur in the first quarter of 2025.

Advisors

J.P. Morgan Securities LLC and KeyBanc Capital Markets are serving as financial advisors, and Sullivan & Cromwell LLP is serving as legal counsel to KeyCorp.

Investor Call

KeyCorp will hold a live investor presentation call on August 12, 2024, at 8:00 AM ET. The conference call will be accessible through live webcast. Interested investors and other individuals can access the webcast via KeyCorp’s Investor Relations page at https://www.key.com/ir. A replay of the call will be available on KeyCorp’s Investor Relations website through August 12, 2025.

About KeyCorp

KeyCorp’s roots trace back nearly 200 years to Albany, New York. Headquartered in Cleveland, Ohio, Key is one of the nation’s largest bank-based financial services companies, with assets of approximately $187 billion at June 30, 2024.

Key provides deposit, lending, cash management, and investment services to individuals and businesses in 15 states under the name KeyBank National Association through a network of approximately 1,000 branches and approximately 1,200 ATMs. Key also provides a broad range of sophisticated corporate and investment banking products, such as merger and acquisition advice, public and private debt and equity, syndications and derivatives to middle market companies in selected industries throughout the United States under the KeyBanc Capital Markets trade name. For more information, visit https://www.key.com/. KeyBank Member FDIC.

About Scotiabank

Scotiabank’s vision is to be our clients’ most trusted financial partner, to deliver sustainable, profitable growth and maximize total shareholder return. Guided by our purpose: “for every future,” we help our clients, their families and their communities achieve success through a broad range of advice, products and services, including personal and commercial banking,

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wealth management and private banking, corporate and investment banking, and capital markets. With assets of approximately CDN $1.4 trillion (as of April 30, 2024), Scotiabank trades on the Toronto Stock Exchange (TSX: BNS) and New York Stock Exchange (NYSE: BNS). For more information, please visit www.scotiabank.com and follow us on X @Scotiabank.

Forward-Looking Statements

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as “outlook,” “goal,” “objective,” “plan,” “expect,” “anticipate,” “intend,” “project,” “believe,” “estimate,” “potential,” “contemplate,” “explore,” and other words of similar meaning. Forward-looking statements represent management’s current expectations and forecasts regarding future events. If underlying assumptions prove to be inaccurate or unknown risks or uncertainties arise, actual results could vary materially from these projections or expectations. Factors that could cause Key’s actual results to differ from those described in the forward-looking statements can be found in KeyCorp’s Form 10-K for the year ended December 31, 2023, as well as in KeyCorp’s subsequent SEC filings, all of which have been filed with the Securities and Exchange Commission and are available on Key’s website (www.key.com/ir) and on the Securities and Exchange Commission’s website (www.sec.gov). Forward looking statements speak only as of the date they are made and Key does not undertake any obligation to update the forward-looking statements to reflect new information or future events.

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Note to Editors: For up-to-date company information, media contacts and facts and figures about Key lines of business, visit our Media Newsroom at Key.com/newsroom.

For more information contact:

Investor Relations: Brian Mauney, 216.689.0521, brian_mauney@keybank.com

Media: Susan Donlan, 216.471.3133, susan_e_donlan@keybank.com

KeyCorp Strategic Minority Equity Investment from Scotiabank August 12, 2024 Chris Gorman Chairman and Chief Executive Officer Clark Khayat Chief Financial Officer Exhibit 99.2

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This communication contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 including, but not limited to, KeyCorp’s expectations or predictions of future financial or business performance or conditions. Forward-looking statements are typically identified by words such as “believe,” “seek,” “expect,” “anticipate,” “intend,” “target,” “estimate,” “continue,” “contemplate,” “explore,” “positions,” “plan,” “predict,” “project,” “forecast,” “guidance,” “goal,” “objective,” “prospects,” “possible,” “potential,” “strategy,” “opportunities,” or “trends,” by future conditional verbs such as “assume,” “will,” “would,” “should,” “could” or “may”, or by variations of such words or by similar expressions. These forward-looking statements are based on assumptions that involve risks and uncertainties, which are subject to change based on various important factors (some of which are beyond KeyCorp’s control.) Actual results may differ materially from current projections. Actual outcomes may differ materially from those expressed or implied as a result of the factors described under “Forward-looking Statements” and “Risk Factors” in KeyCorp’s Annual Report on Form 10-K for the year ended December 31, 2023 and in other filings of KeyCorp with the Securities and Exchange Commission (the “SEC”). Such forward-looking statements speak only as of the date they are made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after that date or to reflect the occurrence of unanticipated events. For additional information regarding KeyCorp, please refer to our SEC filings available at www.key.com/ir. This document contains GAAP financial measures and non-GAAP financial measures where management believes it to be helpful in understanding Key’s results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in the appendix to this presentation. Certain returns, yields, performance ratios, or quarterly growth rates are presented on an “annualized” basis. This is done for analytical and decision-making purposes to better discern underlying performance trends when compared to full-year or year-over-year amounts.   Income from tax-exempt earning assets is increased by an amount equivalent to the taxes that would have been paid if this income had been taxable at the federal statutory rate. This adjustment puts all earning assets, most notably tax-exempt municipal securities, and certain lease assets, on a common basis that facilitates comparison of results to results of peers. Certain income or expense items may be expressed on a per common share basis. This is done for analytical and decision-making purposes to better discern underlying trends in total consolidated earnings per share performance excluding the impact of such items. When the impact of certain income or expense items is disclosed separately, the after-tax amount is computed using the marginal tax rate, with this then being the amount used to calculate the earnings per share equivalent. GAAP: Generally Accepted Accounting Principles Forward-looking Statements 2

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Opportunistic raise accelerates capital and earnings improvement while strengthening Key’s strategic position Pro forma metrics (includes illustrative securities repositioning¹) ~11.3–11.6% CET11,3 ~10% accretion to TBVPS Accretive to consensus 2025E and to 2026E EPS¹ Note: Financial data as of June 30, 2024; Market data as of August 9, 2024; Numbers subject to adjustment of actual shares outstanding at calculation of issuances (1) Any contemplated actions undertaken subject to market conditions and satisfaction of all regulatory requirements; includes strategic minority investment and illustrative balance sheet repositioning wherein Key utilizes roughly half of capital raised and reinvests proceeds in liquid securities at current market forward rate; (2) Adjusted for unrealized AFS Securities and Pension losses; (3) Based on potential DTA deduction ~9.1–9.4% CET1 adjusted for AOCI1,2,3 ~$2.8Bn strategic minority investment from a significant global financial institution at an attractive market premium Fortifies capital position: ~195–200bps increase in reported and marked CET1 ratios ~80–110bps³ increase in reported CET1 net of contemplated securities repositioning¹ Contemplated securities repositioning accelerates expected profitability and liquidity improvements, resulting in 2025 EPS accretion¹ Strengthened financial position enhances Key’s ability to pursue attractive organic growth opportunities in core businesses Potential to explore new client and revenue opportunities with The Bank of Nova Scotia (“Scotiabank”) in the future Enables Key to navigate an uncertain environment from a position of strength and take advantage of dislocations in the market Strategic Investment Highlights 3

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Size ~$2.8Bn, representing ~14.9% pro forma ownership Pricing Fixed price of $17.17 Structure Scotiabank to purchase 163MM shares of common stock: Initial purchase of 4.9% upon expiration of HSR¹ waiting period Additional investment of 10% upon Fed approval Board Right to designate two individuals to serve on our Board once ownership exceeds 10% One Scotiabank senior officer One third party designated by Scotiabank and reasonably acceptable to KeyCorp Close Anticipated timing: Initial investment: anticipate end of August Additional investment: expect to close in 1Q25 Standstill Customary standstill agreement for five years Preemptive rights Customary preemptive rights to participate ratably in future common equity issuances by Key for cash Transaction Summary Investment structured on attractive terms with standard governance protections Note: Financial data as of June 30, 2024; Market data as of August 9, 2024; Numbers subject to adjustment of actual shares outstanding at calculation of issuances (1) Hart-Scott-Rodino Antitrust Improvements Act of 1976; 30-day waiting period set to expire at 11:59PM on August 28, 2024 4 Scotiabank to vote in-line with the Board’s recommendations with limited exceptions

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Upon closing, Key intends to evaluate repositioning the securities portfolio by selling low-yielding, longer duration AFS securities and reinvesting proceeds in higher-yielding, more liquid securities Contemplate selling low-yielding securities that will result in a one-time after-tax loss of approximately half of the capital raised Expect to reinvest proceeds in higher-yielding, more liquid securities that will pull forward ~$400MM of additional NII Illustrative repositioning estimated to result in¹: Improvement in 2025E and 2026E NIM and ROAA Accretive to 2025E and to 2026E EPS Enhanced liquidity Shorter duration balance sheet Stronger capital generation Note: Financial data as of June 30, 2024; Market data as of August 9, 2024; Numbers subject to adjustment of actual shares outstanding at calculation of issuances (1) Any contemplated actions undertaken subject to market conditions and satisfaction of all regulatory requirements; includes strategic minority investment and illustrative balance sheet repositioning wherein Key utilizes roughly half of capital raised and reinvests proceeds in liquid securities at current market forward rate; (2) Weighted-average yields are calculated based on amortized cost. Such yields have been adjusted to a TE basis using the statutory federal income tax rate of 21% AFS AOCI Other AOCI Projected AOCI Impacts YE 2026 6/30/2024 Contemplated balance sheet repositioning¹ Previously disclosed AOCI trajectory Contemplated Securities Repositioning Contemplated repositioning accelerates timing of expected profitability, liquidity and capital improvements¹ 5 $ in billions AFS Securities Investment Portfolio AFS Securities by yield (fair value) AFS Securities by maturity (fair value) WA maturity 6.3 yrs < 1 year 1–5 years 5–10 years > 10 years % below WA yield² % above WA yield² $37.5bn total AFS fair value AOCI Forward Rates AOCI Position

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Source: FactSet, S&P Global Market Intelligence; Note: Financial data as of June 30, 2024; Market data as of August 9, 2024; Numbers subject to adjustment of actual shares outstanding at calculation of issuances (1) Any contemplated actions undertaken subject to market conditions and satisfaction of all regulatory requirements; includes strategic minority investment and illustrative balance sheet repositioning where in Key utilizes roughly half of capital raised and reinvests proceeds in liquid securities at current market forward rate; (2) Adjusted for ~$2.8Bn strategic minority investment; (3) Adjusted for unrealized AFS Securities and Pension losses; (4) Non-GAAP measure: see appendix for reconciliation; (5) Based on potential DTA deduction; (6) Assumes capital raise and contemplated balance sheet repositioning both occur in early 2025; excludes the impact of one-time securities repositioning charge Financial Impacts Capital raise and contemplated repositioning bolsters balance sheet strength and earnings generation¹ 6 Illustrative Standalone Pro forma for capital raise2 Pro forma for capital raise and contemplated repositioning¹ Capital CET1 10.5% 12.4% 11.3–11.6%5 AOCI-adjusted CET13 7.3%4 9.3% 9.1–9.4%5 Tier 1 capital 12.2% 14.2% 13.0–13.3%5 Tier 1 leverage 9.1% 10.4% 9.4–9.6%5 Liquidity Cash / assets 9.0% 10.3% 10.3% Earnings capacity 2025E earnings ($MM) – ~5% +/- ~20% +/- Per share 2025E EPS6 – ~(10%) Low single-digit accretion 2026E EPS6 – ~(10%) Slightly accretive TBVPS – ~10% ~10%

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2Q24 Note: Financial data as of June 30, 2024, or most recent available; Market data as of August 9, 2024; Numbers subject to adjustment of actual shares outstanding at calculation of issuances (1) Any contemplated actions undertaken subject to market conditions and satisfaction of all regulatory requirements; includes strategic minority investment and illustrative balance sheet repositioning wherein Key utilizes roughly half of capital raised and reinvests proceeds in liquid securities at current market forward rate; (2) Adjusted for unrealized AFS Securities and Pension losses; (3) Based on potential DTA deduction; (4) Non-GAAP measure: see appendix for reconciliation 2Q24 Pro forma ~70–95bps³ above peer median CET1 CET1 AOCI-adjusted CET1² Capital Benchmarking Strengthened financial profile provides a competitive advantage to Key 7 Pro forma for capital raise and illustrative repositioning¹ Pro forma for capital raise Pro forma ~90–120bps³ above peer median AOCI-adj. CET1² ~+80–110bps³ ~+185–210bps³ Pro forma for capital raise and illustrative repositioning¹ Pro forma for capital raise 4

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Capital Enables Investments in Organic Focus Areas 8 2011 Pacific Crest Securities Purchase Card Cain Brothers Merchant Renewables M&A Team Avid Xchange Unitranche Funds Embedded Banking Blackstone Partnership 2024 Asset Backed Securitization Key Private Client Proven track record with organic and inorganic targeted investments Differentiated fee businesses 2011 – 2024E⁴ Key Private Client Trust & Investment Services Income⁵, Investment Banking & Debt Placement, and Cards & Payments Fees (1) 2011 – 2024 CAGR; FY2024 value is estimated; (2) Growth since inception in March of 2023; (3) Average deposit balances; (4) Estimated FY2024 figures; (5) Key Private Client Trust and Investment Services Income from Mass Affluent customers; (6) 2011-2024 CAGR; growth in fees from trust & investment services Income from Key Private Client, investment banking & debt placement fees, and cards and payments fees ~8% CAGR⁶ KBCM Wealth Payments +$3Bn Key Private Client household asset growth² +9% YoY Growth in Commercial Deposits³ +8-9% Investment Banking CAGR¹

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AUM = Assets Under Management (1) Loan Balances are as of period-end; KEY C&I loans in 2010 – 2015 include FNFG business loans; (2) H8 C&I Loans: All Commercial Banks, Not Seasonally Adjusted; (3) As of December 31, 2023, average commercial loans, peers include CFG, HBAN, PNC, TFC, USB, RF, and ZION based on information disclosed in 10-Ks; (4) As of December 31, 2023; peers include FITB, HBAN, MTB, ZION; (5) Data as 1Q24; Industry data from Curinos; (6) Industry data from the 2023 McKinsey Global Payments Report IB&DP: Fees as a % of Commercial Loans³ 2019-2023 Key H8 Proven Model Wealth: AUM as a % of Total Assets⁴ Payments: Commercial Operating Deposits as a % of Total Commercial Deposits⁵ 9 C&I Loan Growth 2010-20231,2 Payments: Revenue Growth 2017-2022 CAGR⁶ Momentum in fee businesses C&I loan growth

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Strategic investment at a premium Fortifies capital Improves financial profile Explore mutually beneficial commercial opportunities in future Navigate an uncertain environment from a position of strength Flexibility to pursue opportunities in core businesses and markets Key Takeaways Strategic investment enables Key to seize future growth opportunities while fortifying the balance sheet 10

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Appendix

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GAAP to Non-GAAP Reconciliation 12 (1) Under the current applicable regulatory capital rules, Key has made the AOCI opt out election, which enables us to exclude components of AOCI from regulatory capital, notably the AOCI relative to securities and pension. Adjusted CET1 ratio is a non-GAAP measure and is calculated based on Common Equity Tier 1 capital, inclusive of the AOCI impact from securities and pension, divided by risk weighted assets. We believe this non-GAAP measure provides useful information in light of the potential for change in the regulatory capital framework CET1 – AOCI Impact1 ($ in millions) 2Q23 3Q23 4Q23 1Q24 2Q24 Common Equity Tier 1 (A) $ 14,887 $ 15,007 $ 14,894 $ 14,821 $ 14,893 Add: AFS and Pension Accumulated Other Comprehensive Income (Loss) (4,961) (5,581) (4,573) (4,608) (4,530) Adjusted Common Equity Tier 1 (B) $ 9,926 $ 9,426 $ 10,321 $ 10,213 $ 10,363 Risk Weighted Assets (C) $ 160,422 $ 152,672 $ 148,575 $ 144,295 $ 142,179 Common Equity Tier 1 Ratio (A/C) 9.28 % 9.83 % 10.02 % 10.27 % 10.47 % Adjusted CET1 Ratio (B/C) 6.19 % 6.17 % 6.95 % 7.08 % 7.29 %

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Document and Entity Information	Aug. 12, 2024
Document And Entity Information [Line Items]
Entity Registrant Name	KEYCORP /NEW/
Amendment Flag	false
Entity Central Index Key	0000091576
Document Type	8-K
Document Period End Date	Aug. 12, 2024
Entity Incorporation State Country Code	OH
Entity File Number	001-11302
Entity Tax Identification Number	34-6542451
Entity Address, Address Line One	127 Public Square
Entity Address, City or Town	Cleveland
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44114-1306
City Area Code	(216)
Local Phone Number	689-3000
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Shares 1 Par Value [Member]
Document And Entity Information [Line Items]
Security 12b Title	Common Shares, $1 par value
Trading Symbol	KEY
Security Exchange Name	NYSE
Depositary Shares Each Representing A 140th Interest In A Share Of Fixed To Floating Rate Perpetual Not Cumulative Preferred Stock Series E [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares (each representing a 1/40th interest in a share of Fixed-to-Floating Rate Perpetual Non-Cumulative Preferred Stock, Series E)
Trading Symbol	KEY PrI
Security Exchange Name	NYSE
Depositary Shares Each Representing A 140th Interest In A Share Of Fixed Rate Perpetual Not Cumulative Preferred Stock Series F [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series F)
Trading Symbol	KEY PrJ
Security Exchange Name	NYSE
Depositary Shares Each Representing A 140th Interest In A Share Of Fixed Rate Perpetual Not Cumulative Preferred Stock Series G [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Perpetual Non-Cumulative Preferred Stock, Series G)
Trading Symbol	KEY PrK
Security Exchange Name	NYSE
Depositary Shares Each Representing A 140th Interest In A Share Of Fixed Rate Reset Perpetual Not Cumulative Preferred Stock Series H [Member]
Document And Entity Information [Line Items]
Security 12b Title	Depositary Shares (each representing a 1/40th interest in a share of Fixed Rate Reset Perpetual Non-Cumulative Preferred Stock, Series H)
Trading Symbol	KEY PrL
Security Exchange Name	NYSE

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