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| Annual Meeting Minutes
The 173rd Annual Meeting of Shareholders of the Bank was held at the World Trade and Convention Centre, Halifax, Nova Scotia, on Tuesday, March 1, 2005. Attendance The following were present:
Directors Ronald A. Brenneman C.J. Chen N. Ashleigh Everett M. Keith Goodrich John C. Kerr The Hon. Michael J.L. Kirby Laurent Lemaire John T. Mayberry | The Hon. Barbara J. McDougall Elizabeth Parr-Johnston Arthur R.A. Scace - Chairman Gerald W. Schwartz Allan C. Shaw Paul D. Sobey Barbara S. Thomas Richard E. Waugh
Honorary Directors Bruce R. Birmingham Sir Graham Day Peter C. Godsoe Pierre J. Jeanniot John J. Jodrey Gordon F. MacFarlane Gerald J. Maier Ian McDougall David E. Mitchell Helen A. Parker Robert L. Pierce David H. Race Cedric E. Ritchie Secretary Deborah M. Alexander | Shareholders' Auditors Reinhard Dotzlaw Jerrold D. Whelan
Computershare Trust Company of Canada Lara Donaldson - Scrutineer Mary Ann Sombir - Scrutineer 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 The Chairman welcomed shareholders and guests to the meeting and introduced himself, Mr. Richard E. Waugh, President and Chief Executive Officer, Mr. Robert W. Chisholm, Vice-Chairman, Scotiabank and President and Chief Executive Officer Domestic Banking and Wealth Management, Mr. W. David Wilson, Vice-Chairman, Scotiabank and Chairman and Chief Executive Officer, Scotia Capital, Ms. Deborah M. Alexander, Executive Vice-President, General Counsel and Secretary and Mr. Sarabjit S. Marwah, Senior Executive Vice-President and Chief Financial Officer. 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 nine 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 then 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 nine shareholder proposals. The Chairman also stated that he would announce the preliminary results 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, 2004 and 2003, 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, 2004, 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 84. Chief Financial Officer's Address Mr. Marwah, Senior Executive Vice President and Chief Financial Officer addressed the Meeting on the highlights of the Bank's performance in fiscal 2004 as well as the results for the first quarter of 2005. President and Chief Executive Officer's Address Mr. Waugh, President and Chief Executive Officer, then reported on the Bank's accomplishments in 2004 and the Bank's 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. Marwah in his capacity as Chief Financial Officer. One shareholder asked numerous questions and commented on the Statements. The Chairman stated that the Meeting would proceed with the election of the Board of Directors. Election of Directors - Ordinary Resolution In response to the call for nominations for directors of the Bank, Ms. Helen Quinlan Hainse introduced herself as a proxyholder then welcomed the Chairman and all the directors to Halifax for the Annual Meeting of Shareholders and thanked 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 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 The motion was seconded by Mr. Paul Stewart, a shareholder. 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. At this juncture, one shareholder made several comments concerning directors, their attendance at meetings, their fees and shareholdings. Appointment of Auditors - Ordinary Resolution In response to the Chairman's request for a motion to reappoint the shareholders' auditors, Mr. Don Cook introduced himself as a shareholder and moved that the firm of PricewaterhouseCoopers LLP and the firm of KPMG LLP be appointed as auditors of the Bank until the close of the next Annual Meeting of Shareholders. The Chairman identified the motion to reappoint the auditors as being included on Ballot No. 1. The motion was seconded by Ms. Judy Thomas, a shareholder. Shareholder Proposals (9) 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 32. 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 and the Association for the Protection of Quebec Savers and Investors Inc. (APEIQ) had submitted other proposals that were withdrawn following discussions with the Bank. Mr. Yves Michaud Mr. Yves Michaud of Montreal, Quebec submitted proposals numbered 1 and 2, (Ballot No. 2) and the Chairman advised that Mr. Verdun would address the proposals on Mr. Michaud's behalf. Mr. Verdun addressed the meeting. Ballots - First Collection Ballot number 1 was collected by the scruitneers. Shareholder Proposals - Mr. Yves Michaud (Cont'd) Proposal No. 1 - It is proposed that the Bank proceed with the closure of its subsidiary or subsidiaries in tax havens. Mr. Marwah responded to a question concerning this proposal. Proposal No. 2 - It is proposed that the Board of Directors of the Bank establish a salary ceiling for the senior officers of the Bank and of its subsidiaries, including all forms of remuneration and benefits. Association for the Protection of Quebec Savers and Investors Inc. Proposals numbered 3 through 5 (Ballot No. 2) were submitted by the Association for the Protection of Quebec Savers and Investors Inc. located in Montreal, Quebec and the Chairman advised that Mr. Robert Verdun would present these proposals on behalf of the Association. Mr. Verdun addressed the meeting. Proposal No. 3 - It is proposed that Scotiabank limit the term of office of an independent director sitting on the Board of Directors, to a maximum of ten years. Proposal No. 4 - It is proposed that Scotiabank implement cumulative voting for the election of board members, therefore giving minority shareholders a much more active role in the appointment of directors. Proposal No. 5 - It is proposed that Scotiabank replace the stock option plan for executives with a restricted share program, the shares of which must be retained for at least two years. Real Assets Investment Management Inc. Mr. Dermot Foley, representing Real Assets Investment Management Inc., located in Vancouver, British Columbia, presented Proposal number 6 (Ballot No. 2) as follows: Proposal No. 6 - It is proposed that the Board provide a report to shareholders, by October 1, 2005, disclosing current policies, practices and strategies to reduce the risk impacts of climate change on the Bank's key business areas. One shareholder commented on the proposal. Mr. Robert Verdun Proposals numbered 7 through 9 (Ballot No. 2) were submitted by Mr. Verdun of Kitchener, Ontario. Mr. Verdun addressed the meeting. Proposal No. 7 - Candidates for Director must receive at least 75% support. Proposal No. 8 - Directors who change principal occupation shall resign. Proposal No. 9 - Fairness in credit card operations. Ballots - Second Collection Following the presentation of 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. The Chairman noted that a long-time member of the Board of Directors, Mr. Keith Goodrich did not stand for re-election and had been named an Honorary Director, a title conferred upon those who serve on the Board until retirement, in recognition of his tremendous dedication to Scotiabank. Introduction of Senior Officers The Chairman introduced a number of senior officers of the Bank, including Mr. Robert L. Brooks, Senior Executive Vice-President, Treasury and Operations, Ms. Wendy Hannam, Executive Vice-President, Domestic Branch Banking, Mr. Robert H. Pitfield, Executive Vice-President, International Banking, Mr. Luc A. Vanneste, Executive Vice-President and Chief Auditor, Mr. Warren K. Walker, Executive Vice-President and Head, Global Risk Management, Ms. Alex Douklias, Managing Director, Derivatives, New York, Mr. Sergio Concha, General Manager, Banco de Commercio, El Salvador, Mr. Javier Ortiz de le Pena, Director General, Products and Marketing, Scotiabank Inverlat, Mr. Richard Young, International Managing Director, Scotiabank Trinidad and Tobago Limited and Mr. James Forward, Vice-President, Special Accounts, London, England. Introduction of Student Group The Chairman welcomed and introduced a group of Grade 11 students studying economics, representing Halifax West High School. Note of Thanks to Personnel Mr. Goodrich, on behalf of the Board of Directors, thanked Scotiabank's employees for their accomplishments and excellent performance in 2004. Response by Mr. Warren K. Walker Mr. Walker responded to Mr. Goodrich's comments on behalf of the Bank's executives and all Scotiabank Group employees. Video Presentation - A Commitment to Communities A video entitled "A Commitment to Communities" was presented to the Meeting. Preliminary Report of Scrutineers - Results of Ballots and Shareholder's Proposals The Chairman then informed the Meeting of the scrutineers' preliminary report: a) All directors were elected individually with an average of 99.1 percent voted in favour of the nominees. b) Appointment of auditors: 98.77 percent in favour of the appointment of the auditors. Accordingly, the two motions were carried. c) Shareholder Proposals: Proposal No. 1: 97.99 percent against Proposal No. 2: 90.59 percent against Proposal No. 3: 93.64 percent against Proposal No. 4: 93.45 percent against Proposal No. 5: 90.76 percent against Proposal No. 6: 91.44 percent against Proposal No. 7: 97.89 percent against Proposal No. 8: 98.01 percent against Proposal No. 9: 98.22 percent against Accordingly, the nine shareholder proposals were defeated. The Chairman thanked those who put proposals before the Meeting and for their consideration and support of the Bank. 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. Two 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 12:17 p.m. Confirmed.
Secretary D.M. Alexander | Chairman A.R.A. Scace
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