Scotiabank Announces Preferred Share Offering

/NOT FOR RELEASE OR DISSEMINATION IN THE UNITED STATES/

TORONTO, March 29 /CNW/ - Scotiabank today announced a domestic public offering of 10 million non-cumulative 3.85% 5-year rate reset preferred shares Series 30 (the "Preferred Shares Series 30") at a price of $25.00 per share, for gross proceeds of $250 million.

Holders of Preferred Shares Series 30 will be entitled to receive a non-cumulative quarterly fixed dividend for the initial period ending April 25, 2015 yielding 3.85% per annum, as and when declared by the Board of Directors of Scotiabank. Thereafter, the dividend rate will reset every five years at a rate equal to 1.00% over the 5-year Government of Canada bond yield. Holders of Preferred Shares Series 30 will, subject to certain conditions, have the right to convert all or any part of their shares to non-cumulative floating rate preferred shares Series 31 (the "Preferred Shares Series 31") of Scotiabank on April 26, 2015 and on April 26 every five years thereafter.

Holders of the Preferred Shares Series 31 will be entitled to receive a non-cumulative quarterly floating dividend at a rate equal to the 3-month Government of Canada Treasury Bill yield plus 1.00%, as and when declared by the Board of Directors of Scotiabank. Holders of Preferred Shares Series 31 will, subject to certain conditions, have the right to convert all or any part of their shares to Preferred Shares Series 30 on April 26, 2020 and on April 26 every five years thereafter.

The Bank has agreed to sell the Preferred Shares Series 30 to a syndicate of underwriters led by Scotia Capital Inc. on a bought deal basis. The Bank has granted to the underwriters an option to purchase up to an additional 2 million Preferred Shares Series 30 at closing, which option is exercisable by the underwriters any time up to 48 hours before closing.

Closing is expected to occur on or after April 12, 2010. This domestic public offering is part of Scotiabank's ongoing and proactive management of its Tier 1 capital structure.

The Preferred Shares Series 30 and Preferred Shares Series 31 have not been and will not be registered under the United States Securities Act of 1933, as amended, or under any state securities laws, and may not be offered, sold, directly or indirectly, or delivered within the United States of America and its territories and possessions or to, or for the account or benefit of, United States persons except in certain transactions exempt from the registration requirements of such Act. This release does not constitute an offer to sell or a solicitation to buy such securities in the United States.

Scotiabank is one of North America's premier financial institutions and Canada's most international bank. With close to 68,000 employees, Scotiabank Group and its affiliates serve approximately 14.6 million customers in some 50 countries around the world. Scotiabank offers a diverse range of products and services including personal, commercial, corporate and investment banking. With more than $507 billion in assets (as at January 31, 2010), Scotiabank trades on the Toronto (BNS) and New York Exchanges (BNS). For more information please visit www.scotiabank.com.

For further information: Jake Lawrence, Director, Term Funding & Securitization, Scotiabank, [phone], or [email protected]