The 177th Annual Meeting of Shareholders of the Bank was held at the World Trade and Convention Centre, Halifax, Nova Scotia, on Tuesday, March 3, 2009.

Attendance

Directors

Honorary Directors

Shareholders’ Auditor

Secretary

Computershare Trust Company of Canada – Scrutineers

Also present were numerous other shareholders, proxyholders, 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. (local).

Introductions, Opening Remarks and Appointment of Secretary and Scrutineers

The Chairman introduced himself and welcomed shareholders, proxyholders and guests to the Meeting. Following his opening remarks, the Chairman noted that he was retiring pursuant to the terms of the Bank’s By-laws following the Meeting and expressed his gratitude to have been part of the Scotiabank organization. The Chairman then introduced 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, and Mr. Sarabjit S. Marwah, Vice-Chairman and Chief Operating Officer. The Chairman stated that in accordance with the By-laws of the Bank, Ms. Alexander would act as Secretary of the Meeting and appointed Ms. Lara Donaldson and Ms. Irene Zelman of Computershare Trust Company of Canada to act as scrutineers for the Meeting.

The Chairman advised that Mr. Vanneste would need to leave the Meeting shortly after 12:00 p.m. (local) to attend the analysts’ meeting, due to a conflict with another bank holding its meeting at the same time.

Notice of Meeting and Quorum for Common Shareholders

The Chairman stated that the 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 nine proposals submitted by shareholders. 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 five, and the third collection would follow the voting on shareholder proposals six through nine. 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 two were able to attend the meeting, displaying their interest in the welfare of the Bank and the shareholders they represent. The Chairman further noted that, subject to the shareholders’ election of directors at the meeting, the Board had appointed Mr. John T. Mayberry as the next Non-Executive Chairman of the Board. The Chairman noted that in addition to his retirement, Mr. Lemaire was retiring at the Meeting.

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 members of the Shareholders’ Auditor, KPMG LLP, Ms. Ann Davis and Ms. Gale Kelly, were introduced to the Meeting.

Auditor’s Report on Financial Statements

The Chairman stated that the Consolidated Balance Sheets of the Bank as at October 31, 2008 and 2007 and Consolidated Statements of Income, Changes in Shareholders’ Equity, Comprehensive Income and Cash Flows for the years in the three-year period ended October 31, 2008, 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 103 and that the Report of the Independent Registered Public Accounting Firm and the Shareholders’ Auditors’ Report to shareholders could be found on pages 102 and 105, respectively.

Chief Financial Officer’s Address

Mr. Vanneste addressed the Meeting on the highlights of the Bank’s financial performance in Fiscal 2008 as well as the results for the first quarter of 2009. 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 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 strategies for success, during the current financial turbulence, good governance and the value of a corporate culture in managing a bank: values, strengths and people.

Mr. Waugh also thanked the two retiring directors, Non-Executive Chairman of the Board, Mr. Arthur Scace, a director for 12 years and Chairman since 2004 and the first non-executive Chairman in the Bank’s history who has provided the right mix of independent oversight with well-timed and well-researched advice and Mr. Laurent Lemaire, a director who served for the past 22 years, providing insight and guidance with the Bank’s efforts in Quebec and nationally.

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, Mr. J. Robert Verdun, asked questions pertaining to and commented on the 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, in advance of the meeting. The Chairman advised the Meeting that 57.67 percent of the outstanding shares were voted before the Meeting by proxy and that all directors had received at least 96 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 97 percent, and that each of shareholder proposals numbered 1, 3, 5, 7, 8 and 9 had received at least 91 percent of votes “against” and proposals numbered 2, 4 and 6 had received over 50 percent votes in favour. In response to the call for nominations for directors of the Bank, Mr. Ian Thompson introduced himself as a shareholder then welcomed the Chairman and all the directors back to Halifax and commended them for their stewardship as a group and the Chairman for his service as Chair over the past five years. Mr. Thompson then moved that the following persons be 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
John Mayberry, Burlington, Ontario
Thomas O’Neill, Toronto, Ontario
Elizabeth Parr-Johnston, Chester Basin, Nova Scotia
Alexis Rovzar de la Torre, New York, New York, U.S.A.
Indira Samarasekera, Edmonton, Alberta
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. Arthur Shears, a proxyholder, seconded the motion.

The Chairman asked if there were any further nominations. Mr. Verdun commented on the nomination process in general and on Board composition and certain of the nominees. 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, Mrs. Joyce Jordan introduced herself as a shareholder 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.

Mr. David Demone, a proxyholder, seconded the motion. The Chairman identified the motion to appoint the Shareholders’ Auditors as being included on Ballot No. 1.

Mr. Verdun commented on his proxy appointments and noted that not one of the shareholders who appointed him as their proxy withheld a vote from the auditors.

Ballots - First Collection

Ballot No. 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 44 and that the Board's positions on the proposals were well articulated therein. It was noted that proposals had been submitted by Movement D’Éducation et de Defense des Actionnaires (MÉDAC), Meritas Financial Inc. (Meritas) and Mr. J. Robert Verdun (of Kitchener, Ontario). The Chairman advised the Meeting that proposals numbered 2 and 6 submitted by MÉDAC and Meritas, respectively, on holding an advisory shareholder vote on senior executive compensation, had received majority support from shareholders of other Canadian banks the previous week and had also received majority support from Scotiabank shareholders, based on preliminary votes. The Chairman stated that the Bank will respect the proposals put forward by MÉDAC and Meritas and will look to implement them over the course of the year, and will institute discussions in the very near future.

The Chairman further advised that proposal number 4 on the independence of the Compensation Committee had also received majority support, noting that the Human Resources Committee, comprised only of independent directors, and the Board were confident in the independence of advisor Hewitt Associates but will nonetheless consult with MÉDAC and others who have identified best practices.

Movement D'éducation et de Defense des Actionnaires (MÉDAC)

The proposals were submitted in French and translated into English by the Bank. The Chairman next invited Mrs. Louise Champoux-Paillé, a member of the MÉDAC Board, to address proposals numbered 1 through 5 on behalf of MÉDAC. (text of proposals as follows):

Proposal No. 1 – Regulatory structure for long-term Incentive Plans further to a Change of Control
It is proposed that the board of directors adopt a policy stating that, further to a change of control, executives benefiting from a variable pay program linked to the stock price of the Company may only realize its proceeds at the average closing price of the stock during the fourth month preceding the announcement of the transaction.

Proposal No. 2 – Advisory Shareholder Vote on Senior Executive Compensation
It is proposed that the board of directors adopt a governance rule whereby senior executive compensation policy be the subject of an advisory vote by shareholders.

Proposal No. 3 – Women on Boards of Directors
Considering that there is currently among both men and women a pool of important and diversified skills and experience necessary to fulfill the profiles required of directors of corporations, it is proposed that the board of directors adopt a policy that requires that 50% of the new applicants proposed as members of the board be women until gender parity is reached.

Proposal No. 4 – Independence of Members of the Compensation Committee and External Compensation Consultants
It is proposed that the board of directors adopt, for members of the compensation committee and external compensation consultants, the same independence policy as the one governing the members of the audit committee and external auditors.

Proposal No. 5 – Limit the number of tenures
It is proposed that the board of directors adopt a governance rule limiting the number of boards on which any of its directors may sit to four (4).

Following each of Ms. Champoux-Paillé’s motions, and overview of (MÉDAC), there were numerous comments from a shareholder, Mr. Robert Verdun, on each of the proposals numbered 2 through 5.

Ballots - Second Collection

Following the presentations and voting on shareholder proposals numbered 1 through 5, Ballot No. 2 was collected for tabulation by the scrutineers.

Meritas Financial Inc.

Meritas Financial Inc. (Meritas) submitted proposal number 6. The Chairman advised that Mr. Brian Barsness, Vice-President, Sales and Operations of Meritas, would address the proposal on behalf of the organization. Mr. Barsness addressed the Meeting and moved the adoption of proposal number 6 (text of proposal as follows):

Proposal No. 6 – 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 comments concerning shareholder proposal number 6 from Mr. Verdun.

Mr. J. Robert Verdun

The Chairman directed the Meeting to proposals numbered 7 through 9, submitted by Mr. J. Robert Verdun of Kitchener, Ontario. (text of proposals as follows):

Proposal No. 7 – Fundamental review of executive compensation
The shareholders recommend to the Board of Directors that it undertake a comprehensive review of executive compensation to ensure that incentives do not encourage extreme risks, and that bonuses are paid out only when long-term performance has been proven to be sound and sustainable. This review should lead to new policies to place before the shareholders for approval in one year’s time.

Proposal No. 8 – Short-selling to be thoroughly reviewed
The shareholders recommend to the Board of Directors that a comprehensive review be undertaken with respect to short-selling. If warranted, the Board shall bring forward a policy for consideration by the shareholders, and, if necessary, for submission to the legislators and regulators.

Proposal No. 9 – Director recruitment policies to be reviewed
The shareholders recommend to the Board of Directors that it review its policies on director recruitment, especially with regard to the number of current and former Chief Executive Officers of other corporations who are nominated.

Ballots - Third Collection

There were no comments or questions from other shareholders on proposals numbered 6 through 9 and the Chairman asked those present to mark their ballots and asked the scrutineers to collect Ballot No. 3 for tabulation.

Introduction of Honorary Directors

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

The Chairman commented that as noted earlier in the Meeting, Mr. Laurent Lemaire did not stand for re-election, retiring after serving on the Board since 1987. In recognition of his dedication to Scotiabank and its stakeholders, the Meeting was advised that Mr. Lemaire had been appointed an honorary director.

Introduction of Senior Officers

The Chairman introduced two senior officers of the Bank, Mr. Brian Porter, Group Head, Risk and Treasury and Ms. Wendy Hannam, Executive Vice-President, Personal Banking and Distribution, Canada.

Introduction of Student Group

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

Note of Thanks to Bank Personnel

Dr. Parr-Johnston, on behalf of the Board of Directors, thanked Scotiabank’s employees for their accomplishments and continued outstanding performance.

Response by Mr. Brian Porter

Mr. Porter responded to Dr. Parr-Johnston’s comments on behalf of the Bank’s executive team and all Scotiabank Group employees.

Video Presentations - "Building on Strength"

The Chairman introduced a video presentation, entitled “Building on Strength” noting that despite the many challenges faced in 2008 and that will continue to be faced, the Bank remains strong; with a solid foundation, the right strategies and priorities, key strengths in risk management and expense control and an excellent team.

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 98.25 percent voted in favour of the nominees.
2. Appointment of auditors: 97.69 percent in favour of the appointment of the auditors.

Accordingly, the two motions were carried.


3. Shareholder Proposals:
   • Proposal No. 1: 96.30 percent against
   • Proposal No. 2: 52.88 percent for
   • Proposal No. 3: 94.56 percent against
   • Proposal No. 4: 50.54 percent for
   • Proposal No. 5: 93.81 percent against
   • Proposal No. 6: 51.61 percent for
   • Proposal No. 7: 91.45 percent against
   • Proposal No. 8: 96.58 percent against
   • Proposal No. 9: 96.47 percent against

Proposals numbered 2, 4 and 6 received shareholder approval.

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 - 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.

Mr. Verdun commented on a few matters.

As there was no further business, the Chairman thanked all present for their attendance and declared the meeting terminated at 12:02 p.m. (local)

Confirmed.

Secretary
D.M. Alexander

Chairman
A.R.A. Scace