Scotia Group Jamaica Ltd - Press Release Notification

Scotiabank Caribbean Holdings Ltd. (SCHL) and The Bank of Nova Scotia (BNS) jointly announce that BNS will transfer all of its 71.78% shareholding in Scotia Group Jamaica Limited (SGJL) to SCHL, its 100% owned regional financing and holding subsidiary in Barbados. The transfer of shares will take place on the Jamaica Stock Exchange by way of an approved "block transfer" of shares, after all requisite local regulatory approvals are obtained by the parties. SCHL has no intention of acquiring any additional shares in SGJL in the foreseeable future.

The transfer of shares will occur as part of a larger regional reorganization of certain BNS subsidiaries in the Caribbean which began in 2011. After the transfer, the Scotiabank group of companies (Scotiabank) will be on similar footing with many of its competitors in terms of its organizational structure in the Caribbean.

Carried out in consultation with its team in Jamaica, the reorganization is aimed at strengthening the management of Scotiabank’s regional operations in the Caribbean, and enhancing operational efficiency and corporate governance. There will be no material impact on SGJL’s current operations as a result of the transfer and Scotiabank remains firmly committed to serving its customers in Jamaica and throughout the Caribbean. In light of the transaction being purely an internal reorganization with no change in the ultimate beneficial ownership of the 71.78% SGJL shareholding, on March 17, 2015 the Financial Services Commission (FSC) granted an exemption to SCHL from the provisions of Regulation 26(1) of The Securities (Takeovers & Mergers) Regulations, on condition that in advance of the transfer, this Press Release (approved by the FSC) is issued to the public. Accordingly, there will be no effect on minority shareholders as a result of the transfer of SGJL shares to SCHL and no offer is therefore required to be made to these shareholders by SCHL.