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For the 57th Annual General Meeting

 1. Call Meeting to Order, Opening Comments and Introductions

 2. Report on Registration

 3. Adoption of the Agenda

 4. Motion to Accept the Minutes of the 56th Annual General Meeting

 5. Report of the Board of Directors and Management

 6. Loan Activity Report

 7. Audit Committee Report

 8. External Auditor Report

 9. Presentation of the Financial Statements

 10. Appointment of the External Auditor

 11. Board Elections

 12. CEO Address

 13. Question Period

 14. Adjourn Meeting

                           A N N U A L         R E P O R T            2 0 0 5
From the 56th Annual General Meeting held on April 5, 2005 at the Lamplighter Inn, London.

1. CALL TO ORDER                                     Schools Staffs’ Credit Union and                    Wilson, to review the results of the
                                                     offered a sincere welcome to our new                annual external audit.
The meeting was called to order at 7:05
                                                     members from the Thames Valley and                  Motion: That the Audit Committee
p.m. by Lyle McLean, President of the
                                                     District School Board. He also stated               Report as printed in the 2004 Annual
Board. Lyle welcomed those in
attendance to the Annual Meeting,                    that London Civic had sought and did                Report and as presented at the Annual
then introduced the Board, the                       obtain a new location for our branch.               General Meeting be adopted.
management team and guests.                          The credit union anticipates moving to
                                                     its new location in June 2005. Mr.                  J. Gillespie / B. Hobbs................Carried
2. REPORT ON REGISTRATION                            McLean also stressed the importance of              8. REPORT OF THE EXTERNAL AUDITOR
Nancy Glendenning, Corporate                         succession planning at London Civic.
                                                     He congratulated Larry Dilling and                  Wayne Kentner C.A. from the firm of
Secretary, reported that 27 members
                                                     Michael Knight on their efforts in                  Kentner Kelly and Wilson presented the
and 6 guests were present. Lyle
                                                     conducting a seamless transition upon               Report from the External Auditor.
McLean declared that the meeting was
duly constituted, as the minimum                     Larry Dilling’s recent retirement from              Motion: That the External Auditor’s
requirement of 20 members were                       London Civic. Mr. McLean concluded                  Report as printed on page 1 in the 2004
present to establish a quorum.                       by encouraging and inviting all                     Financial Statements and as presented
                                                     members to become involved in their                 at the Annual General Meeting be
3. ADOPTION OF THE AGENDA                            credit union.                                       accepted.
Motion: That the Agenda for the                                                                          P. Fitzgerald / J. Marcin ............Carried
                                                     6. LOAN ACTIVITY REPORT
meeting as printed in the 2004 Annual
Report be adopted.                                   Michael Knight presented a brief                    9. FINANCIAL STATEMENTS
                                                     summary of the loans activity that                  Kim Darling provided a brief summary
J. Fitzgerald / B. Hobbs..............Carried
                                                     occurred in 2004.                                   of highlights from the financial
4. MINUTES OF THE PREVIOUS ANNUAL                    Motion: That the Report on Loans                    statements.
   GENERAL MEETING                                   Activity as printed in the 2004 Annual              Motion: That the Financial Statements
Lyle McLean presented the minutes                    Report and as presented at the Annual               and Notes to the Financial Statements
from the 55th Annual General Meeting.                General Meeting be accepted.                        as presented, be accepted.
Motion: That the minutes of the 55th                 L. Dilling / R. Welch ....................Carried   L. Dilling / G. Schnaar ................Carried
Annual General Meeting for London
Civic Employees’ Credit Union held at                7. AUDIT COMMITTEE REPORT                           10.APPOINTMENT OF THE EXTERNAL
the Lamplighter Inn, London, on March                Paul Hearse indicated that the Audit                   AUDITOR
23, 2004 be accepted as printed in the               Committee had met on several                        Kim Darling thanked Wayne Kentner
2004 Annual Meeting Report.                          occasions during 2004 to review,                    C.A. and the firm of Kentner Kelly and
J. Gillespie / J. Ross ....................Carried   evaluate and recommend credit union                 Wilson for their services offered to the
                                                     policies in order to ensure that the                credit union during the past year.
5. BOARD OF DIRECTORS’ AND                           policies of London Civic Employees’
   MANAGEMENT REPORT                                 were in compliance with DICO’s                      Motion: That the firm of Kentner Kelly
                                                     Standards of Sound Business and                     and Wilson Chartered Accountants, be
Lyle McLean offered a few comments
                                                     Financial Practices. The Audit                      appointed as External Auditors for
on the progress of London Civic
                                                     Committee also met with the Wayne                   London Civic Employees’ Credit Union
Employees’ over the past year. Mr.
McLean commented on the recent                       Kentner C.A. and Laura DeVrieze C.A.                for the year ended December 31, 2005.
amalgamation with London and District                from the firm of Kentner Kelly and                  B. Hobbs / W. Thompson ..........Carried

                                    A N N U A L                      R E P O R T                         2 0 0 5
11. SPECIAL RESOLUTIONS TO AMEND                            13. IN MEMORIAM – ART SPRINGETT               always open to possible new board
    BY-LAW 2.01, 2.02 AND 4.02                                                                            members, and extended the invitation to
                                                            Lou Rivard offered his personal comments
                                                                                                          serve as a board member to those in
Lyle McLean advised the members that                        on the recent passing of our board member,
the board was proposing changes to 3                        Art Springett. Lou thanked Art for his 25
                                                            years of service to London Civic, many of     P. Fitzgerald asked if she would be able to
resolutions at this evening meeting.
                                                            those as our Board Chair. Art was extremely   access the investment account through
The first resolution represents an expansion
                                                            dedicated to the credit union, and his        online banking.
of our bond definition in order to
accommodate the London and District                         contribution will be greatly missed by the    N. Glendenning advised the membership,
                                                            board and management. In honour of and        that at this time online banking is not able
School Staffs’ Credit Union amalgamation.
                                                            in the memory of Art Springett’s service to   to facilitate a transfer from the investment
The second resolution redefines our
                                                            London Civic Employees’ Credit Union, Mr      account. Mr Knight added that we are
membership share requirement before full
                                                            Rivard presented a donation to                always updating our services; it may be
membership rights are earned. The third
                                                            Crimestoppers. David Elliot accepted the      possible in the future to accommodate this
resolution puts some parameters around
                                                            donation on behalf of Crimestoppers and       transaction with online banking.
the tenure of our board members.
                                                            offered his thanks and condolences.
                                                                                                          A. Lake asked if the credit union had
Motion: That the Resolution to amend
                                                            14. ADDRESS FROM THE CEO                      thought about doing income tax returns for
By-law #2.01 as presented in the 2004                                                                     its members.
Annual Report be accepted.                                  Michael Knight presented the CEO’s report
                                                            on behalf of Tom Jolliffe. Mr Knight          Mr. Knight explained that Helena Vermue
J. Fitzgerald / A. Allan........................Carried                                                   had completed income tax returns for the
                                                            commented that the Board and
Motion: That the Resolution to amend By-                    Management team continually strive to         members for several years. However, Ms
law #2.02 as presented in the 2004 Annual                   improve and provide more financial services   Vermue retired in 2004, and the credit union
Report be accepted.                                                                                       decided to refer members to an offsite
                                                            to our members. We are committed to
                                                                                                          income tax service company.
R. Welch / L. Dilling ............................Carried   meeting the increasing financial service
                                                            needs of our members. To do this we must      J. Fitzgerald inquired about the volume of
Motion: That the Resolution to amend By-                    grow. We must chart a new path.               activity at the ATM in City Hall, and if the
law #4.02 as presented in the 2004 Annual                                                                 credit union was looking to expand these
                                                            Mr Knight stated that in 2004 London Civic
Report be accepted.                                                                                       services.
                                                            undertook two major steps in charting a
J. Gillespie / B. Hobbs ......................Carried       new direction for the credit union. We        Mr. Knight explained that the ATM at City
                                                            committed to upgrading our facilities, and    Hall was in a break-even position and that
12.BOARD ELECTIONS                                          to growing our membership and deposit         the credit union may add more ATMs at
Lou Rivard indicated that the term for two                  base through our amalgamation with            other locations.
positions on the Board of Directors had                     London and District School Staffs’ Credit     B. Hobbs asked for clarification on the
expired, and that one Board member                          Union. Both steps indicate positive growth    location of the new credit union office.
had submitted his resignation. Three                        for the credit union, and it bodes well for
                                                                                                          Mr. Knight explained that the credit union
nominations were received during the                        meeting our commitment to providing
                                                                                                          will be located at 343 Dundas Street, which
advance nomination period for the three                     personalised financial services for our
                                                                                                          is on the southeast corner of Dundas and
vacant positions on the Board of Directors.                 membership.
                                                                                                          Waterloo Streets.
Nominations were received from Brenda                       Mr Knight concluded by thanking the Board
                                                                                                          P. Fitzgerald asked if we would be offering
Harwood, Jim Morton and Lyle McLean.                        for the counsel and dedication shown
                                                                                                          safety deposit boxes at our new location.
Mr. Rivard declared the three nominees                      towards London Civic over the past year.
                                                                                                          Mr. Knight explained that we had
acclaimed to the Board.
                                                            QUESTION PERIOD                               investigated offering the service, but
Motion: To confirm the election by                                                                        concluded that significant capital costs
                                                            J. Fitzgerald commented on the declining      precluded this from becoming a viable
acclamation of Brenda Harwood, Jim
                                                            support by the members at the Annual          service.
Morton and Lyle McLean.
                                                            General Meeting and asked if the credit
J. Ross / P. Fitzgerald..........................Carried    union had a plan to encourage more            ADJOURNMENT
Brenda Harwood, Jim Morton and Lyle                         support and new board commitment.
                                                                                                          Mr. McLean made a few closing comments
McLean each briefly addressed the meeting                   Michael Knight acknowledged that              and encouraged those in attendance to stay
to introduce themselves and to thank the                    attendance at the Annual General Meeting      and enjoy the refreshments. Mr. McLean
members for their support.                                  has declined. Mr. Knight stated that we are   adjourned the meeting at 8:15 p.m.

                                         A N N U A L                      R E P O R T                     2 0 0 5
London Civic achieved two major milestones in 2005: we            preferred choice for meeting their financial service needs.
moved to our new modernized facilities, and we completed          To this end, we have committed additional staff to assist and
the integration of the former London and District School          advise you with your chequing, savings, borrowing and
Staffs’ Credit Union. Through both initiatives, our               investing needs. Prompt, responsive and knowledgeable
membership was very supportive of these endeavours.               value-added service to our valuable members is our mission.
We are delighted with the positive response garnered from         In this regard, we aim to serve!
our new members of the Thames Valley and District School
Board. Over 80% of the former London and District School
Staffs’ Credit Union have retained their accounts with London
Civic. Further, the loan base from these new members              Tom Jolliffe, CEO                                Lyle McLean, Board Chair
increased 48% in 2005! That is indeed a very positive
endorsement shown toward their new credit union.
Our new central location features convenient parking, an          Board of Directors
attractive banking hall, and room for our new ATM. Member         Lyle McLean.............................Chair.............................2008
comments have been overwhelmingly positive toward these           Kim Darling......................Vice Chair.............................2007
new facilities.                                                   Brenda Harwood ................Director.............................2006*
The Board is extremely indebted to the management and             Paul Hearse.........................Director.............................2006 *
staff of the credit union for their hard work and dedication to   Jim Morton .........................Director.............................2008
achieving the smooth transition and implementation of these       Shelley Popovich ................Director.............................2006*
two projects. Change is always met with bumps in the road,        Lou Rivard ...........................Director.............................2007
but our staff’s perseverance successfully managed the credit      Audit Committee
union through several challenges.                                 Kim Darling..............................Chair
But we didn’t stop there. We also introduced several new          Brenda Harwood
services in 2005: A no fee Senior Member Advantage                Paul Hearse
account, an enhanced Premier Member Service account with          Jim Morton
a reduced monthly fee, a Step Rate Term Deposit, and finally,
                                                                  Strategic Planning Subcommittee
expanded Loan Insurance coverage on our credit lines.
                                                                  Lyle McLean.............................Chair
A year of transition: new members, new location, and new
                                                                  Kim Darling
services were initiatives all designed to better serve our
                                                                  Brenda Harwood
members. Your Board remains committed to this mission: to
provide members with personalized and professional                Nominating Committee
financial services. The Strategic Planning committee has          Jim Morton ..............................Chair
reinforced this by stressing that the credit union’s primary      Shelley Popovich
mandate is to focus on customer intimacy.                         Lou Rivard
Our goal continues to be striving toward knowing and              * Term expires
serving our members, so that London Civic will remain their

                              A N N U A L                  R E P O R T                   2 0 0 5
The accompanying financial statements of London Civic Employees’ Credit Union Limited
are the responsibility of Management and have been approved by the Board of Directors.

Management has prepared the financial statements in                The financial statements have been audited by Kentner
accordance with Canadian generally accepted accounting             Kelly & Wilson, the external auditors, in accordance with
principles. Financial statements are not precise, as they          Canadian generally accepted auditing standards. The
include certain amounts based on estimates and                     external auditors have free and independent access to the
judgements. Management has determined such amounts                 Audit Committee.
on a reasonable basis in order to ensure that the financial
statements are presented fairly, in all material respects.
Management has prepared the financial information
presented elsewhere in the annual report, and has ensured
that it is consistent with that in the financial statements.
Management is responsible for maintaining systems of               Tom Jolliffe, CEO
internal accounting and administrative controls to provide
reasonable assurance as to the reliability of financial
information, and to ensure that the credit union’s assets are
appropriately accounted for and adequately safeguarded.
The Board of Directors is responsible for ensuring that
Management fulfills its responsibilities for financial reporting
and is ultimately responsible for reviewing and approving
the financial statements. The Board carries out this
responsibility principally through its Audit Committee. The
Audit Committee meets periodically with Management and
the external auditors throughout the year, and reports its
findings to the Board for its consideration.

                              A N N U A L                  R E P O R T             2 0 0 5
In their meetings, the Board of Directors reviews and         both the Branch Manager and the Chief Executive Officer,
approves the New Loan Activity Report. To ensure quality in   prior to submission to the Board of Directors.
loan underwriting, personal loans over $20,000 are reviewed   The table below summarizes the lending activity for the
and approved by the Branch Manager. In addition, all          year ended December 31, 2005.
mortgage and Meritline loans are reviewed and approved by

                                                  2005                                      2004
    Loans Approved
      Personal Loans                     409         $ 3,730,294                  413          $ 3,728,596
      Line of Credit                     179             782,350                  158               626,080
      Mortgages                           18           1,839,847                    25            1,955,447
      Meritline                           51           2,849,552                    23            2,060,800

    Total                                657         $ 9,202,043                  619          $ 8,370,923

    Loans Declined                        90                                        87

    Total Loan Applications              747                                      706

The Audit Committee consists of a standing committee of       the external auditor to review the terms and results of the
four members from the Board of Directors, as recommended      annual external audit.
by Section 125 of the Credit Union and Caisses Populaires     Based on its findings, the Audit Committee issues reports and
Act, 1994. The mandate of this committee is to review,        makes recommendations to the Board of Directors.
recommend and ensure adherence to the administrative and
                                                              The Audit Committee receives the full support of
regulatory policies that have been developed for London
                                                              Management and plays an effective role in monitoring and
Civic Employees’ Credit Union.
                                                              improving the control structure at London Civic.
In the course of their quarterly meetings, the Audit
Committee reviewed policies and procedures to ensure that
                                                              Submitted on behalf of the Audit Committee
the credit union adhered to the Deposit Insurance
Corporation of Ontario’s Standards of Sound Business and
Financial Practices. The Audit Committee also reviewed and
discussed with Management, the results of any internal
reports regarding the credit union’s compliance to policies   Kim Darling,
and procedures. In addition, the Audit Committee met with     Audit Committee Chair

                           A N N U A L                R E P O R T                2 0 0 5
                                    2005          2004             2003            2002            2001

BALANCE SHEET                          $            $                 $                $             $
Cash and investments               2,337,311     2,529,701        2,164,416       1,861,460       1,913,055
Loans to members                  24,096,334    23,396,966       21,253,050      18,740,733      17,070,914
Less: Loan allowance                101,889       115,402           110,491        104,871         109,016
Fixed & other assets                793,207       887,988           865,015        820,974         686,955

Total assets                      27,124,963   26,699,253       24,171,990       21,318,296      19,561,908

Members’ deposits                 23,584,916    23,598,532       21,924,720      19,667,158      18,045,696
Other liabilities                  1,509,626     1,205,776          562,157        202,600         260,366

Membership shares                   166,760       297,114           263,830        256,983         253,572
Class A patronage shares            197,978       150,306           105,278            59,982             -
Retained earnings                  1,665,683     1,447,525        1,316,005       1,131,573       1,002,274
Total capital                      2,030,421     1,894,945        1,685,113       1,448,538       1,255,846
Regulatory capital ratio              7.43%         7.07%            6.93%             6.79%         6.42%

Interest income                    1,460,253     1,372,148        1,361,334       1,204,578       1,198,553
Investment and other income         222,732       205,164           195,264        211,193         238,258
Total revenue                      1,682,985     1,577,312        1,556,598       1,415,771       1,436,811

Interest paid to members            519,625       509,756           530,830        514,965         654,612
Borrowing costs                      16,194        27,838             4,730                521            -

Operating spread                   1,147,166     1,039,718        1,021,038        900,285         782,199

Salaries and benefits               453,197       464,999           375,692        408,850         362,068
Other operating costs               464,211       366,217           363,216        271,474         267,662

Income before the undernoted        229,758       208,502           282,130        219,961         152,469

Gain on sale of capital asset        77,836                 -                -               -            -
Patronage rebates/dividends         (50,488)      (46,779)          (45,928)       (60,048)         (7,325)

Income before taxes                 257,106       161,723           236,202        159,913         145,144
Income taxes                         38,948        30,203            51,770            30,614       30,006

Net income                          218,158       131,520           184,432        129,299         115,138
Number of members                     3,439         3,524             2,733             2,639         2,605
Growth in member deposits             -0.1%          7.6%            11.5%              9.0%          2.8%
Liquidity                              8.9%          9.2%              8.8%             8.3%          9.8%

                                A N N U A L      R E P O R T                 2 0 0 5

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