Investor Presentation: Canadian Capital Structuring Brian Porter, Executive Managing Director Head of Canadian Capital Structuring Today’s Agenda • Overview of Canadian Capital Structuring • 2003 results • Outlook and strategy 1 1 Where Canadian Capital Structuring Fits Scotia Capital • Organized for performance Canadian Capital Structuring Global Trading Capital Markets Group • Global Derivatives • Domestic Fixed Income • Domestic Money Market • U.S. Fixed Income Global Foreign Exchange U.S. Corporate Investment Banking / M&A Corporate Banking Loan Syndication Institutional Equity Equity Capital Markets Equity Research Global Precious Metals (ScotiaMocatta) Europe Corporate Corporate Banking • 9 Industry Groups Corporate Banking • 5 Industry Groups Loan Syndication Loan Syndication Specialized Lending Products • Securitization • Leasing • Municipal Finance Securitization Private Equity Sponsor Group Private Equity Sponsor Group International Money Market and Bank Funding Citadel Hill Fund Management Canadian Relationship Management 8 Industry Groups in Canada 270 Clients 23 Relationship Managers Infrastructure Loan Portfolio Management Compliance Finance Human Resources Corporate Services & Marketing Business Planning & Client MIS 2 Key Businesses and Leaders Canadian Capital Structuring Investment Banking / M&A Institutional Equity Equity Capital Markets Equity Research Corporate Banking Loan Syndication • Phillip Smith, Managing Director, Head of Investment Banking • James O’Sullivan, Managing Director, Head of M&A • Jim Mountain, Managing Director, Head of Institutional Equity • Bob Williams, Managing Director, Head of Equity Capital Markets • James McLeod, Managing Director, Head of Equity Research • Bob Finlay, Managing Director, Head of Corporate Banking 3 2 Industry Specialization Model Infrastructure, Privatization & Power Industrial Products Financial Services Forest Products + Real Estate Mining Consumer Products Oil & Gas and Pipelines Communications, Media & Technology • Approximately 1,000 clients – 8 industry groups • Approximately 300 professionals – in 5 offices 4 FY2003 League Table Highlights Lending Agent/Co-agent in Canada for FY2003 (LPC) Equity Underwriting In Canada for FY2003 (Bloomberg) #1 #2 Equity Research All Star Analysts 13 M&A In Canada for FY2003 #2 (Brendan Wood) (Bloomberg) 5 3 Today’s Agenda • Overview of Canadian Capital Structuring • 2003 results • Outlook and strategy 6 Revenues Up in 2003 Revenue (C$MM) Investment Banking/M&A Institutional Equity Corporate Banking $796 $93 $173 $530 2000 $792 $106 $213 $473 2001 $700 $720 $120 $124 $208 $262 $373 $334 2002 2003 • Changes in revenue mix have favored higher ROEE businesses • Revenues expected to be slightly higher in 2004 7 4 Adequately Provisioned for Loan Losses Loan Losses (C$MM) $124 • Loan loss provisions expected significantly lower in 2004 from 2003 $33 2000 $38 $37 2001 2002 2003 8 ROEE – Consistently Strong ROEE 23.4% 21.9% 19.2% 20.0% • Consistent contributor to Scotia Capital. A 2025% ROEE business • Diversity of businesses fosters stable ROEE • ROEE expected to increase in 2004 2000 2001 2002 2003 9 5 Today’s Agenda • Overview of Canadian Capital Structuring • 2003 results • Outlook and strategy 10 Overall Strategy For CCS ü Focus on disciplined lending – core product ü Improve credit quality – execution is key ü Maximize ROEE through aggressive cross-selling ü Build on momentum ü Pursue market share gains in relatively mature market ü Maintain traditional cost control culture and our industry leading productivity ratio ü Execution is a core competency not a commodity 11 6 Canadian Corporate Banking Market Position ü Lending is mature but remains profitable and core ü Competitors continue to exit relationships ü We are committed to disciplined lending 12 Canadian Corporate Banking – Top Tier Syndications League Table (Fiscal 2003) • Scotia Capital is the #1 underwriting bank Rank Lender Amount (C$BN) Deal Count 1 Scotia Capital 44.8 55 2 CIBC World Markets 43.6 56 3 RBC Capital Markets 38.0 42 4 Citigroup 31.0 24 5 Toronto Dominion Bank 26.4 34 Top 5 lenders with Agent/Co-Agent roles for Canadian borrowers, by full credit amount in F2003. Source: Loan Pricing Corporation 13 7 Lending Strategy Differentiates Us • Lending is our core business – it underpins everything we do • Focus on disciplined lending – improve credit quality • Continue to closely manage risk through the roll out of new credit processes • Capitalize on relationships & our strong structuring and underwriting capabilities – increase refinancing/acquisition pitches • Cross-sell and up-tier relationships 14 Investment Banking Market Position Greenwich Survey (2003) ü Ranked #2 as “Lead Investment Bank”, up from #3 in 2002 Equity Underwriting ü #1 in IPO’s, Preferred Shares, and Convertible Debentures* ü #2 in Income Trusts and Common Equity* *Scotia Capital, National Post & Bloomberg data 15 8 Investment Banking Equity Underwriting Market Share* 2000-2003 (Underwriting Liability) 14.2% 16.0% 11.3% 8.0% 2000 2001 2002 2003 *Bloomberg • Market share has doubled over the past 3 years 16 Investment Banking Strategy • Equity Underwriting market share has doubled over the past 3 years as a result of: – Focusing on our competitive advantage including our established presence in lending, equity sales and trading in order to facilitate cross sell – Aligning Investment Banking and Canadian Relationship Management by industry group – Focusing on Common Equity to supplement traditional success in income -oriented products 17 9 Mergers & Acquisitions League Tables • Ranked #2 (by transaction value) among Canadian dealers (Bloomberg) Strong Momentum • Involved in three of the year’s Top 10 deals, including the two largest transactions (Manulife/John Hancock, EnCana) 18 Mergers & Acquisitions Strategy ü Fully realize the opportunity in existing footprint of lead relationships ü Sharpen focus on M&A across all 8 industry groups ü Lever willingness to opportunistically lead with the balance sheet ü Lead with ideas - 19 10 Institutional Equity (Sales & Trading) Market Position ü Top tier performer ü Record profitability in 2003 and a consistent producer ü High ROEE business 20 Institutional Equity (Sales & Trading) Strategy ü Potential for increased revenues and enhanced ROEE from new products and markets such as U.S. domiciled accounts, hedge funds and Equity Finance (prime brokerage) ü Niche expansion opportunities ü Continue to focus on high quality execution: – Review quality of service through face-to-face client meetings – Continuous monitoring of trade execution 21 11 Institutional Equity (Equity Research) Market Position ü 13 “All-Star” Equity Research Analysts ü Separated from Investment Banking for governance purposes Strategy ü Provide differentiated, quality research that adds value ü Tailor research content and service to specific client needs 22 Summary – Goals ü To become the most profitable firm for all the products we deliver in Canada ü Focus on profitability by maximizing revenue through profitable market share gains, aggressive cross-selling and strong cost control ü Exploit competitive advantage to maximize cross-selling and ROEE ü Maintain momentum to attract and retain strong performers 23 12 Forward-looking statements This document includes forward -looking statements which are made pursuant to the "safe harbour" provisions of the United States Private Securities Litigation Reform Act of 1995.These statements include comments with respect to our objectives, strategies, expected financial results (including those in the area of risk management), and our outlook for our businesses and for the Canadian, U.S. and global economies. By their very nature, forward -looking statements involve numerous assumptions, inherent risks and uncertainties, both general and specific, and the risk that predictions and other forward -looking statements will not prove to be accurate. The Bank cautions readers not to place undue reliance on these statements, as a number of important factors could cause actual results to differ materially from the estimates and intentions expressed in such forward -looking statements. These factors include, but are not limited to, the economic and financial conditions in Canada andglobally, fluctuations in interest rates and currency values, liquidity, regulatory developments in Canada and elsewhere, technological developments, consolidation in the Canadian financial services sector, competition, judicial and re gulatory proceedings, the possible impact of international conflicts and other developments including terrorist acts and the war on terrorism, and the Bank's anticipation of and success in managing the risks implied by the foregoing. A substantial amount of the Bank's business involves making loans or otherwise committing resources to specific companies, industries or countries. Unforeseen events affecting such borrowers, industries or countries could have a material adverse effect on the Bank's financial results, financial condition or liquidity. The Bank cautions that the foregoing list of important factors is not exhaustive. When relying on forward -looking statements to make decisions with respect to the Bank, investors and others should carefully consider the foregoing factors, other uncertainties and potential events. The Bank does not undertake to update any forward -looking statements, whether written or oral,that may be made from time to time by or on behalf of the Bank. 20 1