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ANNUAL
INFORMATION
FORM
January 14, 2003
Distribution Notice
When this form is provided to security holders or other interested parties, it must be accompanied by copies of all the documents incorporated into it by reference. Portions of the Annual Information Form (“AIF”) are disclosed in the following documents which are incorporated by reference into the AIF: (i) Annual Report to Shareholders for the year ended October 31, 2002 (“Annual Report’’); and (ii) Management Proxy Circular dated as of January 31, 2003 (“Proxy Circular’’).
Financial Data
Except as otherwise noted, all information is given at, or for the year ended October 31, 2002. Amounts are expressed in Canadian dollars. Financial information is presented in accordance with Canadian generally accepted accounting principles including the accounting requirements of the Superintendent of Financial Institutions Canada.
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| | | Annual | | Incorporated by Reference from: |
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CORPORATE STRUCTURE | | | | | | | | | | | | |
| Name | | | 2 | | | | | | | | | |
| Place of Incorporation | | | 2 | | | | | | | | | |
| Principal Subsidiaries | | | 2 | | | | 117 | | | | | |
GENERAL DEVELOPMENTS OF THE BUSINESS | | | 2 | | | | 1-4, 31-34, 53, 118-123 | | | | | |
NARRATIVE DESCRIPTION OF THE BUSINESS | | | | | | | | | | | | |
| Review of Business | | | 2 | | | | 34-46 | | | | | |
| Segment Information | | | | | | | 5-17, 43, 46-58,67-72,100-102 | | | | | |
| Impaired Loans | | | | | | | 42-43, 70-71, 84-85, 91 | | | | | |
| Interest Income on Impaired Loans | | | | | | 43 (Table 7-Note 1) | | | | |
| Provisions for Credit Losses | | | | | | | 42-43, 71-72, 74, 85, 91 | | | | | |
| Foreign Loans | | | | | | | 67-68, 89 | | | | | |
| Allowance for Credit Losses | | | | | | | 70-71, 85, 91 | | | | | |
| Mortgage Operations | | | 2 | | | | 69-70, 72-73, 89 | | | | | |
| Properties | | | | | | | 6-17, 91, 122-123 | | | | | |
| Competition | | | 2 | | | | | | | | | |
| Environmental Risk Exposure | | | 2 | | | | | | | | | |
| Number of Employees | | | | | | | 122-123 | | | | | |
| Foreign Operations Risks | | | | | | | 59-72 | | | | | |
SELECTED CONSOLIDATED FINANCIAL INFORMATION | | | | | | | | | | | | |
| Consolidated Balance Sheet | | | | | | | 79, 118-119 | | | | | |
| Consolidated Statement of Income | | | | | | | 80, 120-121 | | | | | |
| Consolidated Statement of Changes in Shareholders’ Equity | | | | | | | 81, 122-123 | | | | | |
| Consolidated Statement of Cash Flows | | | | | | | 82 | | | | | |
| Notes to the Consolidated Financial Statements | | | | | | | 83-116 | | | | | |
| Statistical Review | | | | | | | 118-123 | | | | | |
| Quarterly Results | | | | | | | 76 | | | | | |
| Subordinated Debentures | | | | | | | 94 | | | | | |
| Preferred Shares | | | | | | | 95-96 | | | | | |
| Dividend Record | | | | | | | 76, 120-123 | | | | | |
| Dividend Restrictions | | | | | | | 96 | | | | | |
MANAGEMENT’S DISCUSSION AND ANALYSIS | | | | | | | 31-76 | | | | | |
MARKET FOR SECURITIES OF THE BANK | | | 2 | | | | 125 | | | | | |
DIRECTORS AND EXECUTIVE OFFICERS | | | | | | | | | | (Election of Directors) |
| Directors and Board Committees of the Bank | | | | | | | 27-29 | | | | 3-5 | |
| Executive Officers of the Bank | | | 3 | | | | 30 | | | | | |
| Shareholdings of Management | | | 3 | | | | | | | | | |
ADDITIONAL INFORMATION | | | 4 | | | | | | | | | |
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CORPORATE STRUCTURE
The Bank of Nova Scotia (the “Bank’’ or “Scotiabank’’) was granted a charter under the laws of the Province of Nova Scotia in 1832 and commenced operations in Halifax, Nova Scotia, in that year. Since 1871, the Bank has been a chartered bank under the Bank Act (Canada) (the “Act’’). The Bank is a Schedule I bank under the Act and the Act is its charter. The head office is located at 1709 Hollis Street, Halifax, Nova Scotia, and the executive offices are at Scotia Plaza, 44 King Street West, Toronto, Ontario M5H 1H1.
Each subsidiary is incorporated in the jurisdiction in which its principal office is located, with the exceptions of Scotia Holdings (U.S.) Inc., Scotiabanc Inc., and Scotia International Inc. which are incorporated in Delaware.
GENERAL DEVELOPMENTS OF THE BUSINESS
In terms of total assets, Scotiabank was the second largest Canadian chartered bank as at its October 31, 2002 year end and as at December 31, 2001 was among the 100 largest banks in the world. Scotiabank is a full-service banking institution, active in both domestic and international markets. In Canada, the Bank provides a full range of retail, commercial, corporate, investment and wholesale banking services through its extensive network of branches and offices in all ten provinces and two territories. Scotiabank has branches and offices in some 50 countries which provide a wide range of banking and financial services, either directly or through subsidiary and associated banks, trust companies and other financial institutions.
NARRATIVE DESCRIPTION OF THE BUSINESS
The Bank is organized around the following business lines: Canadian Domestic Banking (including Wealth Management), International Banking, and Scotia Capital (Corporate & Investment Banking).
For the year ended October 31, 2002, residential and non-residential mortgage interest income were $3.4 billion and $117 million, respectively.
The Bank operates in a very competitive environment in all segments of its business. Competition is provided by other banks and Canadian and foreign non-bank financial institutions. In addition, non-financial institutions are increasingly engaging in activities which have traditionally been the domain of banks. The Bank continues to develop and expand its product lines to meet this growing competitive challenge.
The Bank is exposed to some financial risk as a result of environmental laws. To manage this potential exposure, the Bank factors environmental risk into its credit evaluation procedures and property acquisitions, to ensure that the Bank’s interests are reasonably protected. To date these environmental risks have not had any material effect on the Bank’s operations.
SELECTED CONSOLIDATED FINANCIAL INFORMATION
All specific items of the required Selected Consolidated Financial Information appear within those portions of the Annual Report listed under Selected Consolidated Financial Information on page (1).
MANAGEMENT’S DISCUSSION AND ANALYSIS
Refer to the Annual Report.
MARKET FOR SECURITIES OF THE BANK
The Bank has deposit notes and/or bank debentures listed on the Swiss and London stock exchanges.
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DIRECTORS AND EXECUTIVE OFFICERS OF THE BANK
EXECUTIVE OFFICERS OF THE BANK
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Name and Principal Occupation | | Municipality of Residence |
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Peter C. Godsoe | | Toronto, Ontario |
Chairman of the Board and Chief Executive Officer | | | | |
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Robert W. Chisholm | | Toronto, Ontario |
Vice-Chairman, Domestic Banking | | | | |
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Richard E. Waugh* | | Toronto, Ontario |
Vice-Chairman, Wealth Management and International Banking | | | | |
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W. David Wilson | | Toronto, Ontario |
Vice-Chairman, The Bank of Nova Scotia and Chairman and CEO Scotia Capital | | | | |
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Robert L. Brooks | | Oakville, Ontario |
Senior Executive Vice-President, Treasury and Operations | | | | |
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John F.M. Crean | | Toronto, Ontario |
Senior Executive Vice-President, Global Risk Management | | | | |
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Barry R.F. Luter | | Ridgewood, New Jersey |
Senior Executive Vice-President, The Bank of Nova Scotia and Executive Deputy Chairman Scotia Capital | | | | |
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Sarabjit S. Marwah | | Toronto, Ontario |
Senior Executive Vice-President and Chief Financial Officer | | | | |
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Deborah M. Alexander | | Toronto, Ontario |
Executive Vice-President, General Counsel and Secretary | | | | |
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Alberta G. Cefis | | Toronto, Ontario |
Executive Vice-President, Retail Lending Services | | | | |
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Sylvia D. Chrominska | | Toronto, Ontario |
Executive Vice-President, Human Resources | | | | |
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Margaret J. Mulligan | | Mississauga, Ontario |
Executive Vice-President, Systems and Operations | | | | |
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Robert H. Pitfield | | Toronto, Ontario |
Executive Vice-President and Group Head, Wealth Management | | | | |
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William P. Sutton | | Toronto, Ontario |
Executive Vice-President, Latin America, International Banking | | | | |
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Albert E. Wahbe | | Toronto, Ontario |
Executive Vice-President, Electronic Banking | | | | |
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Warren K. Walker* | | Toronto, Ontario |
Executive Vice-President, Electronic Delivery | | | | |
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John A. Young | | Toronto, Ontario |
Executive Vice-President, Domestic Branch Banking | | | | |
* | | After January 14, 2003 Mr. Waugh was appointed President, effective January 15, 2003 and Mr. Walker was appointed Executive Vice-President, Global Credit Risk Management, effective March 1, 2003. |
All of the executive officers of the Bank have been actively engaged for more than five years in the affairs of the Bank in executive or senior management capacities, except Alberta G. Cefis who, prior to May 1999, was a senior officer of a Canadian chartered bank and Deborah M. Alexander who, prior to June 2002, was a senior partner in the business law department at Osler, Hoskin and Harcourt LLP.
The directors, executive and senior officers as a group own, or exercise control or direction over, less than one percent of the outstanding common shares of the Bank.
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ADDITIONAL INFORMATION
The Bank will provide to any person upon request to the Executive Vice-President, General Counsel and Secretary of the Bank: (a) when the securities of the Bank are in the course of a distribution under a preliminary short form prospectus or a short form prospectus: (i) one copy of the Bank’s AIF, together with one copy of any document, or the pertinent pages of any document, incorporated by reference in the AIF; (ii) one copy of the comparative financial statements of the Bank for its most recently completed financial year for which financial statements have been filed, together with the accompanying report of the auditors, and one copy of any interim financial statements of the Bank that have been filed, if any, for any period after the end of its most recently completed financial year; (iii) one copy of the Management Proxy Circular of the Bank in respect of its most recent annual meeting of shareholders; and (iv) one copy of any other documents that are incorporated by reference into the preliminary short form prospectus or the short form prospectus and are not required to be provided under (i) to (iii) above; or (b) at any other time, one copy of any other documents referred to in (a)(i), (ii) and (iii) above, provided the Bank may require the payment of a reasonable charge if the request is made by a person or company who is not a security holder of the Bank.
Additional information, including directors’ and officers’ compensation, indebtedness and options to purchase securities, and interests of insiders in material transactions, where applicable, is contained in the Management Proxy Circular. Additional financial information is provided in the Bank’s comparative financial statements for its year ended October 31, 2002, as contained in the Annual Report. A copy of such documents may be obtained upon request from the Executive Vice-President, General Counsel and Secretary of the Bank at Scotia Plaza, 44 King Street West, Toronto, Ontario, M5H 1H1.
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TM Trademark of The Bank of Nova Scotia