The 176th Annual Meeting of Shareholders of the Bank was held at the Shaw Conference Centre, Edmonton, Alberta, on Tuesday, March 4, 2008.

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 introduced himself and welcomed shareholders and guests to the meeting and, following his opening remarks, introduced Mr. Richard E. Waugh, President and Chief Executive Officer, Mr. Robert L. Brooks, Vice- Chairman, Ms. Deborah M. Alexander, Executive Vice-President, General Counsel and Secretary and Mr. Luc A. Vanneste, Executive Vice-President and Chief Financial Officer. The Chairman stated that in accordance with the bylaws of the Bank, Ms. Alexander would act as Secretary of the Meeting. The Chairman also appointed Ms. Lara Donaldson and Ms. Mary Ann Sombir of Computershare Trust Company of Canada to act 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 for the transaction of business.

Balloting

The Chairman instructed that there would be three ballots for the motions placed before the meeting: one for the election of directors and the appointment of auditors, and the second and third ballots for the fourteen 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 and duly appointed proxyholders, were invited to obtain ballots.

The Chairman indicated that the ballots would be collected three 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 voting on shareholder proposals one through seven, and the third collection would follow the voting on shareholder proposals eight through fourteen. 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 that all but one were 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

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

Auditor’s Report on Financial Statements

The Chairman stated that the Consolidated Balance Sheets of the Bank as at October 31st, 2007 and 2006 and Comprehensive Income and Consolidated Statements of Income, Changes in Shareholders’ Equity and Cash Flows for the years then ended, along with the notes to the financial statements, were submitted by mail to shareholders as part of the Bank’s Annual Report and could be found starting on page 93 and that the Auditor’s Reports to shareholders could be found on pages 92 and 95 of the Report.

Chief Financial Officer’s Address

Mr. Vanneste addressed the Meeting on the highlights of the Bank’s financial performance in Fiscal 2007 as well as the results for the first quarter of 2008. The Meeting was cautioned that some remarks may include forwardlooking statements, typically relating to the Bank’s objectives, intentions and outlook, and that the Bank’s actual results could differ materially from what would be discussed at the Meeting.

President and Chief Executive Officer’s Address

Mr. Waugh then addressed the Meeting on the Bank’s plans for continued success, including during the current financial turbulence, and the Bank’s priorities: sustainable revenue growth, managing the Bank’s capital and leadership focus.

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. There were no questions or comments on the Financial Statements.

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 14. 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 and advised that it is not the Bank’s practice to pre-disclose preliminary voting results, particularly to any one individual shareholder. The Chairman advised the Meeting that 56.13 percent of the outstanding shares were voted before this Meeting by proxy and that all directors received at least 98 percent of these votes for their election to the Board.

The Chairman also advised the Meeting that support for the appointment of the auditors was more than 99 percent, and that each shareholder proposal had received at least 60 percent of votes “against”. In response to the call for nominations for directors of the Bank, Mr. Patrick Laforge introduced himself as a proxyholder then welcomed the Chairman and all the directors to Edmonton for the Annual Meeting of Shareholders and commended them for their excellent stewardship. Mr. Laforge then moved that the following persons are nominated to be elected as directors and to hold office until the 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
Elizabeth Parr-Johnston, Chester Basin, Nova Scotia
Alexis Rovzar de la Torre, New York, New York, U.S.A.
Arthur Scace, 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. Brent Komarnicki, 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 that 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. Percival Odynak 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.

Ms. Mabel Green, 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.

Shareholder Proposals (14)

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 40 and that the Board's positions on the proposals were well articulated therein. The Chairman also stated that Ethical Funds Inc. had submitted another proposal that was withdrawn following discussions with the Bank and the Bank’s agreement to disclose a suitability framework document outlining procedures for evaluating credit risk associated with climate change.

Meritas Financial Inc. and SHARE

Meritas Financial Inc. and Shareholder Association for Research and Education (SHARE) submitted proposal number 1. The Chairman advised that Ms. Laura O’Neill, Director of Law and Policy for SHARE, would address the proposal on behalf of these organizations. Ms. O’Neill addressed the Meeting and moved the adoption of proposal number 1 (text of proposal as follows):

Proposal No. 1 – Advisory vote on executive compensation
RESOLVED, that shareholders of Bank of Nova Scotia urge the board of directors to adopt a policy that Bank of Nova Scotia’s shareholders be given the opportunity at each annual meeting of shareholders to vote on an advisory resolution, to be proposed by Bank of Nova Scotia’s management, to ratify the report of the Human Resources Committee set forth in the proxy statement. The proposal submitted to shareholders should ensure that shareholders understand that the vote is non-binding and would not affect any compensation paid or awarded to any Named Executive Officer.

There were no questions or comments concerning shareholder proposal number one.

Mouvement d’éducation et de défense des actionnaires (MÉDAC) submitted proposals numbered 2 through 10. The proposals were submitted in French and translated into English by the Bank. The Chairman advised that Mrs. Louise Champoux-Paillé, a member of the MÉDAC Board, would address the proposals on behalf of MÉDAC. Mrs. Champoux-Paillé addressed the Meeting and put forward proposals 2 through 10 (text of proposals as follows):

Proposal No. 2 – A 10% increase in the dividend distributed to shareholders who keep their securities for more than two years
It is proposed that the Scotia Bank foster the continuity of its share ownership by increasing by 10% the dividends normally paid for shares held for at least two years.

Proposal No. 3 – Voting rights granted for shares held for a minimum of one year
It is proposed that shareholders only obtain voting rights for shares held for a minimum period of one year.

Proposal No. 4 – Compensation premiums for employees
It is proposed that the Scotia Bank by-laws, in the event of a merger or an acquisition, provide for the payment in the employees’ pension fund of an amount equal to twice the amount of compensation premiums and benefits paid to officers and directors.

Proposal No. 5 – Gender parity on the board of directors
It is proposed that within a maximum of three years from the date of the adoption of this proposal the number of women and the number of men on the board of directors of the Scotia Bank be equal.

Proposal No. 6 – Information on pay equity
It is proposed that the annual report and the management proxy circular disclose the equity ratio between the aggregate remuneration of the most senior executive officer of the Scotia Bank, including annual salary, premiums, bonuses, long-term bonus program payments and any other form of remuneration, and the average remuneration of employees.

Proposal No. 7 – Prior shareholders approval of the compensation policy for executive officers
It is proposed that the compensation policy for the five most senior executive officers of the Scotia Bank be previously adopted by shareholders, as well as the fees of the members of the board of directors.

There were no comments or questions from shareholders on proposals numbered two through seven.

Ballots - Second Collection

Following the presentations on shareholder proposals one through seven, ballot number 2 was collected for tabulation by the scrutineers.

Mrs. Champoux-Paillé addressed the Meeting and proposed the adoption of proposals numbered 8 through 10 (text of proposals as follows):

Proposal No. 8 – No option exercise prior to the end of the executive officers’ mandates
It is proposed that the Scotia Bank governs the exercise of options given to senior executives and directors of our companies by stipulating that such options cannot be exercised by the stakeholders prior to the end of their mandate.

Proposal No. 9 – Disclosure of interests in hedge funds and high-risk mortgage loans
Considering the serious concerns expressed by numerous observers and regulators on the impact of hedge funds as well as high-risk mortgages on the stability of the financial system, it is proposed that the Bank make public the information on its interests, direct or indirect, in this type of activity.

Proposal No. 10 – Cumulative voting for the election of directors
It is proposed that the Scotia Bank amends its general by-laws to establish cumulative voting for the election of the members of its board of directors.

There were no comments or questions from shareholders on proposals numbered 8 through 10.

Mr. J. Robert Verdun

The Chairman directed the meeting to vote on proposals No. 11 through 14. Mr. J. Robert Verdun of Kitchener, Ontario (not present at the Meeting), submitted proposals numbered 11 through 14 (text of proposals as follows):

Proposal No. 11 – Directors must put shareholders’ interests first
In choosing candidates for Director, this Bank’s nominating committee must give first priority to the nominees’ ability to effectively represent the interests of shareholders.

Proposal No. 12 – Re-examine executive compensation for proper disclosure
All compensation programs for senior executives in the past decade shall be re-examined to ensure that they fully complied with Ontario Securities Commission regulations.

Proposal No. 13 – Shift executive compensation to charitable purposes
This Bank shall, as soon as practical, implement a system of senior executive compensation that shifts the largest part of compensation from direct personal payments into charitable funds that are directed by the appropriate executives after retirement.

Proposal No. 14 – Majority voting shall be given full effect
Any Director who fails to receive a majority of “for” votes from shareholders participating in person or by proxy at the annual meeting must resign, and the resignation must take effect unconditionally.

Ballots - Third Collection

There were no comments or questions from shareholders on proposals numbered eleven through fourteen and the Chairman asked the Meeting to mark their ballots and asked the scrutineers to collect ballot number 3 for tabulation.

Introduction of Honorary Directors

The Chairman acknowledged the presence of a number of Honorary Directors, introduced them and noted their contributions in serving the Bank, its customers and its shareholders.

The Chairman commented that two directors did not stand for re-election namely Gerry Schwartz, who retired in November 2007 after serving on the Board for eight years and Barbara McDougall who retires after eight years of service. Both were commended for their dedication to Scotiabank and its stakeholders.

The Meeting was advised that both Mr. Schwartz and Mrs. McDougall had been appointed honorary directors.

Introduction of Senior Officers

The Chairman introduced a number of senior officers of the Bank in attendance, including Ms. Wendy Hannam, Executive Vice-President, Domestic Personal Banking and Distribution, Mr. Jeffrey Heath, Executive Vice-President and Group Treasurer, Mr. Dieter Jentsch, Executive Vice- President, Domestic Commercial Banking, Mr. Brian Porter, Executive Vice- President and Chief Risk Officer, Mr. Anatol von Hahn, Executive Vice- President, Latin America, and Mr. Adam Waterous, Vice-Chairman, President and Head of Scotia Waterous Inc.

Also introduced were several individuals who travelled some distance to attend the Meeting: Ms. Nicole Reich de Polinac, President and Chief Executive Officer, Scotiabank Inverlat, S.A., Mexico, Jose Esquinca Santaularia, Vice-President, Sales and Service Execution Support, Latin America, Mexico, Patrick Andrews, International Vice-President and Managing Director, Belize, Carlos Lomeli, Vice-President, Subsidiaries, Scotiabank El Salvador, S.A., El Salvador, Javier Humberto-Arriagada Diaz, Manager, Commercial Division, Chile, and Paul Stamoulis, Managing Director and Head, Global Corporate Solutions Group, New York, U.S.A.

Introduction of Student Group

The Chairman welcomed and introduced a group of Grade 12 students and their teacher, representing Harry Ainlay High School.

Note of Thanks to Bank Personnel

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

Response by Mr. Dieter Jentsch

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

Video Presentations - "NHL Hockey" & "Opportunity Means The World To Us"

The Chairman introduced two video presentations. The first video had been shown at the event that launched the Bank’s new partnership with the NHL and NHLPA. The second video entitled "Opportunity Means The World To Us" highlighted how the Bank is growing and succeeding internationally.

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 98.82 percent voted in favour of the nominees.
2. Appointment of auditors: 99.76 percent in favour of the appointment of the auditors.

Accordingly, the four motions were carried.


3. Shareholder Proposals:
   • Proposal No. 1: 60.76 percent against
   • Proposal No. 2: 99.13 percent against
   • Proposal No. 3: 98.39 percent against
   • Proposal No. 4: 98.80 percent against
   • Proposal No. 5: 96.71 percent against
   • Proposal No. 6: 96.44 percent against
   • Proposal No. 7: 94.94 percent against
   • Proposal No. 8: 96.07 percent against
   • Proposal No. 9: 83.42 percent against
   • Proposal No. 10: 95.37 percent against
   • Proposal No. 11: 97.22 percent against
   • Proposal No. 12: 96.07 percent against
   • Proposal No. 13: 99.41 percent against
   • Proposal No. 14: 92.36 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.

Four 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 11:56 a.m.

Confirmed.

Secretary
D.M. Alexander

Chairman
A.R.A. Scace