The 174th Annual Meeting of Shareholders of the Bank was held at the Fairmont Winnipeg, Winnipeg, Manitoba, on Friday, March 3, 2006.

Attendance

The following were present:

Also present were numerous other shareholders, Bank officers (many of whom are shareholders) and guests.

Mr. Arthur R.A. Scace, Chairman of the Board assumed the chair at 10:00 a.m.

Introductions and Appointment of Scrutineers

The Chairman welcomed shareholders and guests to the meeting and introduced himself, Ms. Deborah M. Alexander, Executive Vice-President, General Counsel and Secretary, Mr. Richard E. Waugh, President and Chief Executive Officer, Mr. Luc A. Vanneste, Executive Vice-President and Chief Financial Officer, Mr. Sarabjit S. Marwah, Vice-Chairman and Chief Administrative Officer and Mr. Robert L. Brooks, Vice-Chairman and Group Treasurer. The Chairman also appointed the scrutineers for the meeting.

Notice of Meeting and Quorum

The Chairman stated that Notice calling the Meeting was duly published and sent to all persons entitled to receive it. As a quorum was present, the Chairman declared the Meeting properly constituted.

Balloting

The Chairman stated that there would be two ballots for the motions placed before the meeting: one for the election of directors and the appointment of auditors and a second ballot for the three proposals submitted by shareholders. It was noted that each resolution or proposal would be an ordinary resolution requiring a simple majority of the votes cast for approval.

Registered shareholders, who had not completed a proxy or desired to vote on a motion in person rather than by a previously delivered proxy, were invited to obtain ballots. Duly appointed proxyholders were also invited to obtain ballots.

The Chairman indicated that the ballots would be collected twice during the proceedings, once following the two motions submitted by management and again following the voting on the three shareholder proposals. The Chairman also stated that he would announce the preliminary results on the voting by ballot before the end of the meeting and that the final tabulation would be available shortly after the meeting.

Introduction of Directors

The Chairman introduced the directors, commenting that it was gratifying to have all members of the Board of Directors in attendance, displaying their interest in the welfare of the Bank and the shareholders they represent.

Shareholders and management joined the Chairman in an expression of appreciation to members of the Board for their counsel and dedicated service to the Bank throughout the past year.

Introduction of Shareholders' Auditors

Mr. Jerrold D. Whelan of PricewaterhouseCoopers LLP and Mr. Reinhard Dotzlaw of KPMG LLP – the Shareholders' Auditors – were introduced to the Meeting.

Auditors' Report on Financial Statements

The Chairman stated that the Consolidated Balance Sheets of the Bank as at October 31, 2005 and 2004, the Consolidated Statements of Income, Changes in Shareholders' Equity and Cash Flows for each of the years in the three year period ended October 31, 2005, along with the notes to the financial statements, were submitted by mail to the shareholders as part of the Bank's Annual Report and that the Auditors' report to shareholders could be found on page 92.

Chief Financial Officer's Address

Mr. Vanneste addressed the Meeting on the highlights of the Bank's performance in fiscal 2005 as well as the results for the first quarter of 2006. The Meeting was cautioned that some remarks may include forward-looking statements and that the actual results could differ materially from what was discussed at the Meeting.

President and Chief Executive Officer's Address

Mr. Waugh then reported on the Bank's successes over the past year and the Bank's plans and priorities for the year ahead.

Financial Statements - Questions

The Chairman asked for comments or questions relative to the Financial Statements and stated that questions would be directed to Mr. Vanneste in his capacity as Chief Financial Officer.

Shareholder Questions

Several questions were asked and answered by management. One question, not relating to the financial statements, was referred to the President and Chief Executive Officer.

Point of Order

A shareholder asked, on point of order, that questions be limited to the previously stated time guideline (three minutes) and the Chairman requested that the Meeting comply with the request.

Shareholder Question - Point of Order Restated
A shareholder raised another question that did not pertain to the financial statements and a shareholder raised a point of order.

The Chairman stated that the question would be answered during the general question period, later in the meeting.

Election of Directors - Ordinary Resolution

The Chairman stated that the Meeting would proceed with the election of the Board of Directors.

However, before proceeding with the election, the Chairman advised the Meeting that the Board's size was fixed at 16, that directors are required to hold Bank common shares and/or deferred stock units with a value of not less than $300,000.00 and directors are expected to reach this level within five years of their Board appointment. It was further noted that Ms. Thomas and Mr. Rovzar have until September 2009 and January 2011, respectively, to reach the target.

The Chairman then reviewed the Bank's disclosure practices around voting for directors - that the goal is to be completely open and transparent and to disclose information as broadly as possible. It is not the Bank's practice to pre-disclose voting results, particularly to any one individual shareholder however, with that said, the Chairman advised the Meeting that 59.77 percent of outstanding shares were voted before this Meeting by proxy and that all directors received at least 91.85 percent of these votes for their election to the Board.

In response to the call for nominations for directors of the Bank, Mr. Bruce King introduced himself as a proxyholder then welcomed the Chairman and all the directors to Winnipeg for the Annual Meeting of Shareholders and commended them for their excellent stewardship, then moved that the following be nominated as directors of the Bank for the ensuing year:

Ronald Brenneman, Calgary, Alberta
C.J. Chen, Singapore
Ashleigh Everett, Winnipeg, Manitoba
John Kerr, Vancouver, British Columbia
The Honourable Michael Kirby, Nepean, Ontario
Laurent Lemaire, Warwick, Quebec
John Mayberry, Burlington, Ontario
The Honourable Barbara McDougall, Toronto, Ontario
Elizabeth Parr-Johnston, Chester Basin, Nova Scotia
Alexis Rovzar de la Torre, New York, New York, U.S.A.
Arthur Scace, Toronto, Ontario
Gerald Schwartz, Toronto, Ontario
Allan Shaw, Halifax, Nova Scotia
Paul Sobey, Kings Head, Pictou County, Nova Scotia
Barbara Thomas, Belleair, Florida, U.S.A.; and
Richard Waugh, Toronto, Ontario

Mr. Bruce Taylor, a proxyholder, seconded the motion.

The Chairman asked if there were any further nominations. As there were no further nominations, the Chairman stated that the nominations were closed and the Election of Directors was identified as being included on Ballot No. 1.

One shareholder commented, prior to the call for the ballot, on director shareholding levels and on Board composition.

Appointment of Auditor - Ordinary Resolution

The Chairman stated that on September 27, 2005, the Board announced its decision to select one firm only, KPMG LLP, to act as the Bank's Shareholders' Auditor for fiscal 2006, subject to shareholder approval. It was further stated that both PricewaterhouseCoopers and Mr. Whelan had provided exemplary advice to the Bank.

In response to the Chairman's request for a motion to appoint the Shareholders' Auditor, Mr. David Perlov introduced himself as a shareholder and moved that the firm of KPMG LLP be appointed as the Auditor of the Bank until the close of the next Annual Meeting of Shareholders.

The Chairman identified the motion to appoint the Auditor as being included on Ballot No. 1. Mr. Ken Tacium, a shareholder, seconded the motion.

Ballots - First Collection

Ballot number 1 was collected by the scruitneers.

Shareholder Proposals (3)

The Chairman stated that the notice for the Meeting advised that shareholder proposals were included in Appendix 1 of the Management Proxy Circular, starting on page 39. The Chairman stated that the proposals and the Board's positions on the proposals were well articulated in the Management Proxy Circular and he invited shareholders to review and read those recommendations. The Chairman also stated that Mr. Robert Verdun had submitted another proposal (relating to the cost of management salaries and metrics) that was withdrawn following discussions with the Bank.

Mouvement d'éducation et de défense des actionnaires (MÉDAC)

Mouvement d'éducation et de défense des actionnaires (MÉDAC) submitted proposals numbered 1 and 2. The proposals were submitted in French and translated into English by the Bank. The Chairman advised that Mr. Verdun would address the proposals on MÉDAC's behalf. Mr. Verdun addressed the meeting.

Proposal No. 1 - It is proposed that the Bank incorporate in its annual report the financial statements of its subsidiaries in tax havens.

Proposal No. 2 - It is proposed that any increase in the remuneration of senior officers, as well as the granting of stock options, pensions and severance pay, be previously submitted to the approval of shareholders prior to their coming into force.

Mr. Robert Verdun

Mr. Robert Verdun of Kitchener, Ontario, submitted Proposal number 3 as follows:

Proposal No. 3 - Persons tainted by judicial findings of unethical behaviour are not eligible to serve as Directors of The Bank of Nova Scotia.

Ballots - Second Collection

Following the presentation and comments on the shareholders' proposals, ballot number 2 was collected for tabulation by the scrutineers.

Introduction of Honorary Directors

The Chairman introduced the Honorary Directors in attendance and noted their contributions in serving the Bank and its shareholders.

Introduction of Senior Officers

The Chairman introduced a number of senior officers of the Bank, including Ms. Wendy Hannam, Executive Vice-President, Domestic Branch Banking, Mr. Chris Hodgson, Executive Vice-President, Wealth Management, Mr. Dieter Jentsch, Executive Vice-President, Commercial Banking, Mr. Brian Porter, Executive Vice-President and Chief Risk Officer, Mr. Pablo Aspe, Director General, Retail and Commercial Banking in Mexico, Mr. David Brooks, Managing Director, Automotive, U.S. Corporate, Mr. James Callahan, International President and CEO, Banco Sudamericano, Chile, Ms. Nicole Reich, Senior Vice-President and General Manager, Dominican Republic, Mr. Jean-Luc Rich, Director of Finance, Compliance and Real Estate, Scotiabank Inverlat.

Mr. Bill MacKinnon

The Chairman next introduced Mr. Bill MacKinnon, Chief Executive Officer of KPMG, LLP.

Introduction of Student Group

The Chairman welcomed and introduced a group of Grade 11 and 12 students, their principal and teacher, representing Grant Park High School.

Note of Thanks to Personnel

Ms. Everett, on behalf of the Board of Directors, thanked Scotiabank's employees for their accomplishments and excellent performance in 2005.

Response by Ms. Wendy Hannam

Ms. Hannam responded to Ms. Everett's comments on behalf of the Bank's executive team and all Scotiabank Group employees.

Video Presentation - "Corporate Social Responsibility"

The Chairman introduced a video presentation on Scotiabank's Corporate Social Responsibility.

Deferred Shareholder Question

At the conclusion of the above-referenced video presentation, the Chairman invited a previously deferred question to be restated by the shareholder/proxyholder, while the scrutineers finalized their report.

Mr. Waugh responded to the above question.

Preliminary Report of Scrutineers - Results of Ballots and Shareholders' Proposals

The Chairman then informed the Meeting of the scrutineers' preliminary report:

a) All directors were elected individually with an average of 97.02 percent voted in favour of the nominees.

b) Appointment of auditor: 98.54 percent in favour of the appointment of the auditor.

Accordingly, the two motions were carried.

c) Shareholder Proposals:

Proposal No. 1: 97.29 percent against
Proposal No. 2: 91.4 percent against
Proposal No. 3: 96.01 percent against

Accordingly, the three shareholder proposals were defeated.

The final voting results on all motions are attached to these minutes, forming part hereof.

Question Period

The Chairman stated that the formal business of the Meeting had been concluded, and referred to the earlier announcement that time would be provided for relevant questions and observations.

Shareholders commented or raised matters for discussion.

As there was no further business, the Chairman thanked all present for their attendance and declared the meeting terminated at 11:48 a.m.

Confirmed.