The 175th Annual Meeting of Shareholders of the Bank was held at the World Trade and Convention Centre, Halifax, Nova Scotia, on Tuesday, March 6, 2007.

Attendance

Directors

Honorary Directors

Shareholders’ Auditor

Secretary

Computershare Trust Company of Canada – Scrutineers

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, Opening Remarks and Appointment of Secretary and Scrutineers

The Chairman welcomed shareholders and guests to the meeting and, following his opening remarks, 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 stated that in accordance with the by-laws of the Bank, Ms. Alexander would act as Secretary of the Meeting. The Chairman also appointed Ms. Christine Lawton and Ms. Mary Ann Sombir of Computershare Trust Company of Canada as scrutineers for the Meeting.

Notice of Meeting and Quorum for Common Shareholders

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 four ballots for the motions placed before the meeting: one for the election of directors and the appointment of auditors, a second ballot for the confirmation of the amendments to By-law No. 1 Section 3.14 and to the Bank’s Stock Option Plan, and the third and fourth ballots for the eight 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 either not completed a proxy form or who 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 four times during the proceedings. The first collection would follow the motions for the election of Directors and the appointment of the auditors. The second collection would take place following the motions to approve the amendments to By-law No. 1 and the Stock Option Plan, the third collection would follow the voting on shareholder proposals one through four and the last collection, following the voting on shareholder proposals five through eight. 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’ Auditor

Mr. Reinhard Dotzlaw, the designated member of the Shareholders’ Auditor, KPMG LLP, was introduced to the Meeting.

Auditor’s Report on Financial Statements

The Chairman stated that the Consolidated Balance Sheet of the Bank as at October 31, 2006, the Consolidated Statements of Income, Changes in Shareholders’ Equity and Cash Flows for the year, along with the notes to the financial statements, were submitted by mail to shareholders as part of the Bank’s Annual Report and that the Auditor’s report to shareholders could be found on page 89.

Chief Financial Officer’s Address

Mr. Vanneste addressed the Meeting on the highlights of the Bank’s performance in Fiscal 2006 as well as the results for the first quarter of 2007. The Meeting was cautioned that some remarks may include forward-looking statements, typically relating to the Bank’s objectives, intentions and outlook, and that the actual results could differ materially from what would be discussed at the Meeting.

President and Chief Executive Officer’s Address

Mr. Waugh then reported on the Bank’s many accomplishments in 2006, plans for the year ahead and the broader performance measurements that included meeting customer and client goals, operational objectives, employee satisfaction and engagement and corporate social responsibility.

Financial Statements - Question Period

The Chairman asked for comments or questions related to the Financial Statements and stated that questions would be directed to Mr. Vanneste in his capacity as Chief Financial Officer. One shareholder asked numerous questions and commented on the Statements during the question period.

Election of Directors - Ordinary Resolution

The Chairman stated that the Meeting would proceed with the election of the Board of Directors for the ensuing year and that the Board’s size had been fixed at 16. 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. The Chairman further advised that it is not the Bank’s practice to pre-disclose preliminary voting results, particularly to any one individual shareholder however, with that said, the Chairman advised the Meeting that 56 percent of the outstanding shares were voted before this Meeting by proxy and that all directors received at least 96 percent of these votes for their election to the Board.

The Chairman advised the Meeting that support for the appointment of the auditors was more than 98 percent, the amendment to By-law No. 1 had received at least 98 percent for approval, the amendment to the Bank’s Stock Option Plan had received at least 86 percent in favour of approval and that each shareholder proposal had received at least 85 percent of votes “against”. In response to the call for nominations for directors of the Bank, Ms. Joan Malay introduced herself as a shareholder then welcomed the Chairman and all the directors to Halifax for the Annual Meeting of Shareholders and commended them for their excellent stewardship. Ms. Malay then moved that the following persons are nominated to be elected as directors and to hold office until our next Annual Meeting:

Ronald Brenneman, Calgary, Alberta
C.J. Chen, Singapore
Ashleigh Everett, Winnipeg, Manitoba
John Kerr, Vancouver, British Columbia
Michael Kirby, Nepean, Ontario
Laurent Lemaire, Warwick, Quebec
John Mayberry, Burlington, Ontario
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

Dr. Dennis Johnston, a shareholder, seconded the motion.

The Chairman asked if there were any further nominations. One shareholder commented on the procedure for nominations and on director diversity, shareholdings and on retirement threshold(s) to which the Chairman responded. 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.

Appointment of Shareholders’ Auditors - Ordinary Resolution

In response to the Chairman’s request for a motion to appoint the Shareholders’ Auditors, Mr. Ian Oulton introduced himself as a proxyholder and moved that the firm of KPMG LLP be re-appointed as the Shareholders’ Auditors of the Bank until the close of the next Annual Meeting of Shareholders.

Dr. Lalia Johnston, a shareholder, seconded the motion. The Chairman identified the motion to appoint the Shareholders’ Auditors as being included on Ballot No. 1.

Ballots - First Collection

Ballot number 1 was collected by the scrutineers.

Amendment to By-law No. 1 S. 3.14 - Ordinary Resolution

The Chairman next reviewed the amendment to section 3.14 of the Bank’s By-law No. 1. The Chairman advised the Meeting that this section of the By-law a) provides for indemnity and insurance for certain directors and officers b) that the proposed amendment reflects recent changes to relevant Bank Act provisions and c) that the amendments to the indemnity provisions under the Bank Act broaden the rules relating to the indemnification of directors and officers, to allow a bank to indemnify a person with respect to investigative proceedings and to indemnify persons who act, at the Bank’s request, not only as a director or officer of, but also in similar capacity for, another entity.

The Chairman further stated that indemnification under the Bank Act is now specifically conditional upon the person acting honestly and in good faith with a view to best interests of the Bank or the other entities for which they act at the Bank’s request. The Chairman also noted that the text of section 3.14 of By-law No. 1, as amended by the Board, could be found on page 15 of the Management Proxy Circular.

In response to the Chairman’s request for a motion to amend By-law No. 1 section 3.14, Mr. Tom Brennan introduced himself as a shareholder and moved that it be resolved that section 3.14 of By-law No. 1 of The Bank of Nova Scotia, as amended by the Board of Directors on December 8, 2006, is hereby confirmed.

Mr. Fred Fountain, a shareholder, seconded the motion. One shareholder asked a question pertaining to the amendment. The Chairman identified the motion to amend By-law No. 1 section 3.14 as being included on Ballot No. 2.

Amendment to the Bank’s Stock Option Plan - Ordinary Resolution

The Chairman stated that due to recent changes approved by the Toronto Stock Exchange (TSX), the Bank was proposing to add an amendment provision to the Bank’s Stock Option Plan (the “Plan”) that clearly sets out the circumstances under which the Board of Directors may not, without the approval of the common shareholders, make amendments to the Plan.

The Chairman further stated that the circumstances under which amendments to the Plan will require shareholder approval were set out on page 16 of the Management Proxy Circular along with those amendments that the Board may continue to approve and that all amendments will continue to be subject to any regulatory review or approval.

The Chairman also advised the Meeting that the TSX recently released a staff notice recognizing that blackout periods imposed by issuers represent good corporate governance and that the TSX had never intended to penalize issuers, their insiders and employees by limiting the extension of option terms when persons are prohibited from exercising options during blackouts and therefore, the TSX provided that issuers may amend their plans to provide for conditional extensions to option expiry dates in blackout periods.

The Chairman stated that in order to align the proper administration of the Plan with the Bank’s current trading and governance practices, the Bank was also proposing an amendment to the Plan to provide that if the expiry date of an option that occurs during a blackout period or within the 10 business days immediately after a blackout period, the expiry date would be automatically extended to the date which is 10 business days after the last day of the blackout period. The Chairman referred the Meeting to pages 16 and 17 of the Management Proxy Circular and advised that the TSX had reviewed and approved these proposed additions to the Plan.

In response to the Chairman’s request for a motion to amend the Bank’s Stock Option Plan, Mr. Joseph Macdonald introduced himself as a proxyholder and moved that it be resolved that amendments to the Bank’s Stock Option Plan, to add an amendment provision to the Stock Option Plan to describe amendments which will require Shareholder approval, and to provide for the limited extension of the expiry dates of options where such expiry date occurs within a blackout period or within the ten business days immediately following a blackout period imposed by the Bank, as described in the Management Proxy Circular of the Bank dated January 3, 2007, are hereby approved.

Ms. Betty Zwicker, a shareholder, seconded the motion. One shareholder asked a question pertaining to this amendment. The Chairman identified the motion to amend the Bank’s Stock Option Plan as being included on Ballot No. 2.

Ballots - Second Collection

Ballot number 2 was collected by the scrutineers.

Shareholder Proposals (8)

The Chairman stated that the notice for the Meeting advised that shareholder proposals were included in Schedule A of the Management Proxy Circular, starting on page 47 and that the Board's positions on the proposals were well articulated therein. The Chairman also stated that Mr. Robert Verdun had submitted another proposal 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 through 6. 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 and moved and seconded the adoption of proposal number 1 (text of proposal as follows):

Proposal No. 1 – It is proposed that the names of the remuneration “experts”, their term of office, the amounts paid to them, the company they belong to, the evaluation grid they use, and, if applicable, any other form of compensation paid to them or to the company they are linked to, be disclosed to shareholders in the Bank’s annual report.

Mr. Verdun addressed the Meeting and moved the adoption of proposal number 2 (text of proposal as follows): Proposal No. 2 – It is proposed that the remuneration of senior officers be relative to the average wages of employees, the costs of the Bank and its financial success.

Mr. Verdun addressed the Meeting and moved and seconded the adoption of proposal number 3 (text of proposal as follows):

Proposal No. 3 – It is proposed that the stock options allocated to senior officers be rigorously equated with the economic value added (EVA) of the Bank.

Mr. Verdun addressed the Meeting and moved and seconded the adoption of proposal number 4 (text of proposal as follows):

Proposal No. 4 – It is proposed that within a maximum of three years of the date of this proposal, a minimum of one third of the members of the Board of Directors of the Bank should be women.

Ballots - Third Collection

Following the presentation and comments on shareholder proposals one to four, ballot number 3 was collected for tabulation by the scrutineers.

Mr. Verdun addressed the Meeting and moved and seconded the adoption of proposal number 5 (text of proposal as follows):

Proposal No. 5 – It is proposed that the Bank include in its annual report a sufficient summary of the financial statements of its subsidiaries.

Mr. Verdun addressed the Meeting and moved and seconded the adoption of proposal number 6 (text of proposal as follows):

Proposal No. 6 – Considering the serious concerns expressed by numerous observers and regulators on the impact of hedge funds on the stability of the financial system, it is proposed that the Bank make public the information on its participation, direct or indirect, in this type of activity.

Association of Retired Scotiabankers

The Association of Retired Scotiabankers submitted Proposal number 7. Mr. Verdun addressed the proposal on behalf of the Association.

Proposal No. 7 – It is proposed: Scotiabank pensioners’ benefits which were downgraded, eliminated and skirted during the past several years, be reinstated to assist them in sustaining their standard of living.

Mr. Robert Verdun

Mr. Robert Verdun of Kitchener, Ontario, submitted and addressed Proposal number 8:

Proposal No. 8 – Tightening the definition of “independent” director
A Director of this Bank shall not be qualified as “independent” if that Director was a Named Executive Officer of another company at the same time as one of the current Named Executive Officers of this Bank. This means that if any of the current “top five” officers of this Bank previously held a top-level executive position in another company, the other Named Executive Officers with whom he or she served at that other company shall not be qualified as “independent” Directors of this Bank as long as the former colleague continues to be employed as a Named Executive Officer of this Bank. The New York Stock Exchange is continually tightening the definition of “independent director”, and calls upon listed companies to “consider all relevant facts and circumstances” when determining a director’s independence. This proposed policy is consistent with that NYSE directive.

Ballots – Fourth Collection

Following the presentation and comments on shareholder proposals five through eight, ballot number 4 was collected for tabulation by the scrutineers.

Introduction of Honorary Directors

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

Introduction of Senior Officers

The Chairman introduced a number of senior officers of the Bank in attendance, including Ms. Sylvia Chrominska, Executive Vice-President, Human Resources & Public, Corporate and Government Affairs, Ms. Wendy Hannam, Executive Vice-President, Domestic Personal Banking and Distribution, Mr. Chris Hodgson, Executive Vice-President, Head of Domestic Personal Banking, Mr. Dieter Jentsch, Executive Vice-President, Domestic Commercial Banking, Mr. Stephen McDonald, Co-Chairman and Co-CEO, Scotia Capital, and Head, Global Corporate and Investment Banking, Mr. Robert Pitfield, Executive Vice-President, International Banking and Mr. Brian Porter, Executive Vice-President and Chief Risk Officer.

Also introduced were several individuals who travelled some distance to attend the Meeting: Mr. Brian Brady, Vice-President and General Manager, Costa Rica, Mr. Mike Dervan, Senior Vice-President, Shared Services and Systems, Latin America, Mexico, Mr. Hubert de la Feld, Deputy General Manager, Retail Banking, Peru, Mr. Carlos Gonzalez-Taboada, Vice-President and Chief Executive Officer, Peru, Ms. Donna Groskorth, Senior Vice-President, Risk Integration, Latin America, Mexico, Ms. Minna Israel, International Managing Director, Bahamas, Ms. Michele Kwok, Senior Vice-President, Asia, Pacific and Middle East, Hong Kong, Mr. Luis Liberman, Chief Executive Officer, Corporacion Interfin S.A. (Costa Rica), Ms. Nicole Reich de Polignac, Senior Vice-President and General Manager, Dominican Republic, Mr. Francisco Sardon de Taboada, Deputy General Manager, Commercial Banking and Capital Markets, Peru.

Introduction of Student Group

The Chairman welcomed and introduced a group of Grade 11 Economics students and their teacher, representing Halifax West High School.

Note of Thanks to Bank Personnel

Mr. Sobey, on behalf of the Board of Directors, thanked Scotiabank’s employees for their accomplishments and continued outstanding performance.

Response by Mr. Chris Hodgson

Mr. Hodgson responded to Mr. Sobey’s comments on behalf of the Bank’s executive team and all Scotiabank Group employees.

Video Presentation - “Building on 175 Years: Celebrating Our Success - 2007”

The Chairman introduced a video presentation on “Building on 175 Years: Celebrating Our Success - 2007”.

Scrutineers’ Preliminary Report - Results of Ballots

The Chairman then informed the Meeting of the scrutineers’ preliminary report on the balloting:

1. All directors were elected individually, with an average of 97.62 percent voted in favour of the nominees.
2. Appointment of auditors: 98.56 percent in favour of the appointment of the auditors.
3. Amendment to By-law No. 1 S. 3.14: 98.54 percent in favour of the amendment.
4. Amendment to Stock Option Plan: 85.80 percent in favour of the amendment.

Accordingly, the four motions were carried.


5. Shareholder Proposals:
   • Proposal No. 1: 89.83 percent against
   • Proposal No. 2: 95.81 percent against
   • Proposal No. 3: 95.86 percent against
   • Proposal No. 4: 93.78 percent against
   • Proposal No. 5: 96.75 percent against
   • Proposal No. 6: 85.57 percent against
   • Proposal No. 7: 97.34 percent against
   • Proposal No. 8: 96.53 percent against

The Chairman stated that the Scrutineers’ Report in final form would be confirmed and available shortly after the Meeting and posted to the Bank’s website.

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

Closure of Meeting - Termination of Formal Business - Invitation to Shareholders Reception - 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.

Five shareholders commented or raised matters and questions for discussion or acknowledgement at the Meeting.

As there was no further business, the Chairman thanked all present for their attendance and declared the meeting terminated at 12:12 p.m.

Confirmed.

Secretary
D.M. Alexander

Chairman
A.R.A. Scace