$1B Scotiabank Subordinated Indebtedness Offering

On April 15, 2009, The Bank of Nova Scotia issued $1 billion of 4.94 per cent subordinated debentures due 2019. The offering was underwritten on a best efforts basis by a syndicate led by Scotia Capital Inc. and included TD Securities Inc., RBC Dominion Securities Inc., BMO Nesbitt Burns Inc., CIBC World Markets Inc., Desjardins Securities Inc., HSBC Securities (Canada) Inc., National Bank Financial Inc., Merrill Lynch Canada Inc., Laurentian Bank Securities Inc. and Manulife Securities Inc. Interest on the debentures at the rate of 4.94 per cent per annum will be payable in equal semi-annual payments in arrears on April 15 and October 15 in each year, commencing October 15, 2009 and continuing until April 15, 2014. From April 15, 2014 until maturity on April 15, 2019, interest on the debentures will be payable at an annual rate equal to the 90-day Bankers' Acceptance Rate plus 4.24 per cent payable quarterly in arrears on the 15th day of each April, July, October and January in each year, commencing July 15, 2014. The debentures are redeemable by the Bank of Nova Scotia, subject to certain conditions.

The Bank of Nova Scotia was advised by in-house counsel Katy Waugh and assisted by Steven Smith, Kashif Zaman and Justin Williams (corporate) of Osler, Hoskin & Harcourt LLP.

Scotia Capital Inc. and the syndicate of underwriters were advised by Philip Mohtadi and Raegan Kennedy (corporate); and Catrina Card (tax) of Torys LLP.