The Preferred Shares Series W (the “Shares”) of the Bank of Nova Scotia (the “Bank”) are fully paid and non-assessable, non-cumulative, non-voting, preferred shares without nominal or par value. Holders of the Shares will be entitled to receive semi-annual non-cumulative preferential cash dividends, as and when declared by the board of directors of the Bank and subject to the provisions of the Bank Act (Canada), equal to $0.53125 per share, payable on the last day of June and December in each year. The Bank may redeem at any time all, or from time to time any part, of the outstanding Shares, without the consent of the holders, for cash, or subject to the approval of any applicable regulatory authority, common shares of the Bank. Subject to certain restrictions set out in the share provisions, on and after December 31, 2012, holders of the Shares may exchange the Shares for common shares of the Bank.