To our loyal members,

As Peninsula Co-op marks its 35th anniversary, we are tremendously proud to celebrate our successes and share our profits with our member/owners and the communities we serve. In December 2011, Peninsula Co-op allocated $5.6 million of net savings to its members.

Your Co-op reached a record sales level of $167 million last year. That is an amazing track record of success for your Co-op which started as one small grocery store and continues to grow sales and a healthy annual membership rebate. We are especially proud that we were able to donate over $400,000 to worthwhile community events in 2011 and have set aside a comparable amount to be distributed this year. We truly are Moving Ahead by Giving Back.

Like every business, your Co-op has to challenge itself to act on opportunities. Our membership structure and good governance gives us a strong foundation and ensures Peninsula Co-op stays healthy for the long term. This means running the Co-op in a socially, environmentally, and economically responsible way, aligned with the interests of our members, staff and other stakeholders.

Your Board of Directors provides this vital governance role.

Peninsula Co-op has nine Directors who serve staggered three-year terms. With management, they explore challenges and opportunities. This is the precursor to strategic planning and problem solving, and sets the direction of Peninsula Co-op’s focus.

The accomplishments of your Co-op are a direct result of strong direction and commitment from the Board, the strong work ethic and great customer service from our employees and the loyal support of all of our members.

We thank you for your continued support.

Ron GaudetPresident

Ron HealCEO/GM

Peninsula Co-opCommentatorAGM Summer 2012 Edition

We thank you for our Success

Peninsula Co-op has grown to a co-operative with a membership of approximately 58,000.  In order to provide convenience to all our member/owners to vote, the Co-op is moving to a mail-in election method for the 2012 Election of Directors. 

To balance fiscal responsibility by controlling election costs, only members meeting specified criteria will receive an election package automatically.  These criteria are:

• Memberswhoregisteredtovoteinthe2011ElectionofDirectors.

• NewmemberswhojoinedPeninsulaCo-opbetweenApril3,2011andMarch31,2012.

• Members with food store purchases of $100 orgreater during the period of April 4, 2010 to April2,2011.

• Memberswithcombinedpetroleum&conveniencestore purchases of $1,000 or greater during theperiodofApril4,2010toApril2,2011.

We encourage all eligible voting members to cast a ballot in the 2012 Election of Directors.  Electionpackagesareavailable to all remaining eligible members, uponrequest,uptothecloseoftheelection. 

Your vote is your voice.  You’ll be helping to select four Directors who will work on your behalf and represent the interests of our 58,000 members.  If you have any questions, please contact us at 250-652-5752.

Thank you for casting your vote!

ElectionofDirectorsmail-inballots

2012ANNUALGENERALMEETINGWednesday,June27,2012

SaanichFairgrounds,1528Stelly’sXRoad,SaanichtonRegistration/Social:5:30-6:30pmMeetingcommencesat6:30pm

WhatdoIneedtodo?We are asking members to support the work completed by the Nominations Committee by reviewing the important and detailed Nominee information in this notice, and then casting your mail-in ballot.

Please review the Nominee profiles provided and cast your vote on the election ballot included in this mailing.

Ballots must be postmarked or dropped at the office of Norgaard Neale Camden Ltd., Chartered Accountants, by June 13, 2012. Ballots postmarked June 13, 2012 or earlier, must be received by June 19, 2012 to be included in the ballot count.

You may vote for up to fourNominees. Voting for five or moreNomineeswillvoidyourballot.

Ballots are preaddressed and will be sent directly to Peninsula Co-op’s audit firm of Norgaard Neale Camden Ltd., Chartered Accountants, who are responsible to retain security of all ballots and to control, receive, verify, and count completed ballots.

You can find out the results of the Election of Directors by attending the Annual General Meeting on June 27, 2012 or checking our website www.peninsulaco-op.com where results will be posted on June 20, 2012.

Whocanvote?To be eligible to vote in the 2012 Election of Directors, members must have joined on or before March 31, 2012.

If you know an eligible member who has not received this election package and who wishes to vote, they may contact us at 250-652-5752 to receive instructions on how to obtain an election package.

WhatistheNominationsCommittee?Each year, the Board of Directors appoints a Nominations Committee, which reports directly to members. The committee undertakes an evaluation of the current Board, and identifies additional skills, business experience, or qualifications which would enhance the Board’s effectiveness or diversity for the benefit of the membership.

The Nominations Committee carefully reviews the nominations received and endorses individuals who offer significant expertise to Peninsula Co-op’s Board, to maintain an optimal mix of necessary skills to govern your growing co-operative.

Your2012NominationsCommitteeis comprised of the followingDirectors:

MelHernblad,ChairGordonGriffithsPattiHunter

WhyendorseNominees?Today’s business world is complex and constantly changing. Electing a Board of Directors to oversee the business affairs of a $167 million petroleum and food co-operative is comparable to hiring a member of the senior executive team, such as the Chief Executive Officer. Being elected to the Board is a serious responsibility, as each Director’s decision has a profound influence on Peninsula Co-op’s future success.

The Nominations Committee assesses all the information provided by each Nominee. Nominees are only endorsed after an extensive process, involving meeting with the Nominations Commitee, analysis of past work experience, and community contributions.

The Nominations Committee’s work is meant to assist you by endorsing those individuals who the committee

believes will add the most significant strength to your Board and represent the interests of our members.

It’s your choice as to which Nominees you want to vote for as Directors. The information provided is intended to assist you with your selection.

WhoaretheNominees?This year, there are four vacancies on the Board. Three vacancies to serve three year terms on the 2012 Board and one position to fill the remaining two years vacated by Gordon Denford, who resigned from the Board in February 2012. Cathy McIntyre was appointed by the Board to fill this Director vacancy until the close of the June 27, 2012 Annual General Meeting, and has let her name stand in the 2012 election.

As always we seek Nominees who have solid business, leadership, community and operational experience to best guide the organization. Five Nominees were found to have demonstrated greater scope and depth in the qualifications and attributes needed at Peninsula Co-op and are endorsed by the Nominations Committee.

These five endorsed Nominees are identified in the election material and on the election ballot.

The previous pages include a profile on each Nominee. Nominee profiles are published as provided without editing or otherwise altering the content.

We encourage you to consider the work completed by the Nominations Committee, and use the information provided by each Nominee to help you cast your ballot.

Howareballotscounted?Peninsula Co-op’s audit firm, Norgaard Neale Camden Ltd., Chartered Accountants, will be responsible to retain security of all ballots and to collect, verify, protect and count completed ballots.

BoardofDirectorsElectionInformation

Mike FecteauIncumbent - Endorsed by Nominations CommitteeMy wife Jane and I live in Sidney and are strong Co-op supporters. I am a Chartered Accountant

and joined Co-op in 1996 as the Financial Controller. For the past 13 years I have served as a Director. Over the years I have been on all of the Board committees. I chaired the Finance Committee and am currently Chair of the Planning Committee. I completed Federated Co-op’s Level II Director’s Certificate, including

their intensive 2 day course on Corporate Governance.

Your Co-op has become a major philanthropic force in the communities we serve. I am tremendously proud of our significant commitments to Jeneece Place, the Big Brothers Big Sisters Mentorship Program and the Boulders climbing facility at Stelly’s. I am committed to continuing our strong support of youth activities (including Dry Grad) and scholarship programs, for both employees and members’ families. This level of engagement has contributed to the Co-op’s excellent reputation

and phenomenal growth.

Our Co-op is a dynamic and growing business, committed to sharing its success with the members and local communities. This Board has overseen substantial growth, while maintaining a sound financial base. Our ongoing challenge is to build a new, modern food store to meet the needs of Co-op members. I am committed to making this happen. Thank you for your past support. I am asking for your vote so that I may continue to serve the Co-op and its members.

Ron GaudetIncumbent - Endorsed by Nominations CommitteeI have lived in the Central Saanich Community for over 20 years and have been a loyal supporter of

Peninsula Co-op since 1982. I recently retired as the Chief Constable of the Oak Bay Police Department having worked in law enforcement for 39 years.

I was elected to the Peninsula Board at the 1996 Annual General Meeting. During my tenure

as a Director I have participated as a member of the Finance, Planning, Member Relations, Nominations and Executive Committees. I served as Chairperson of the Member Relations Committee for three (3) years. I currently Chair the Executive Committee and sit ad hoc on all of the other committees. I was elected President of the Board after our 1999 AGM and continue to serve in that role today. I also served as a member of the Board of Save-On Gas. At the 2001 Federated Co-operative Ltd Annual General Meeting in Saskatoon I was honoured to have been chosen to Co-Chair that meeting.

I continue to take advantage of the extensive training provided by FCL to Directors, having completed my Level 1 Certificate in Feb 2002 and Level 2 Certificate in Feb 2005.

Over the years, our Co-op has seen tremendous growth, and as we continue to grow, we will be faced with many new challenges with a very promising future. I have thoroughly enjoyed my tenure as your Director and look forward to continuing in this role.

Cathy McIntyreIncumbent - Endorsed by Nominations CommitteeI was honoured to be appointed to the Board of Directors earlier this year. I sit on the Member

Relations Committee and the Planning Committee.

My more than 25 years of business experience is in marketing, market research and strategic planning. I own Strategic Initiatives, a marketing research firm which I founded in 1997. Our clients include many leading organizations in Western Canada. I earned my

M.B.A. at UVic and I am currently pursuing the Chartered Director designation through McMaster University. I am looking forward to completing Federated Co-op’s Director Certification Program.

I currently serve on the Board of the Victoria Hospitals Foundation and on the UVic Senate. In the past 15 years I have also served on the Boards of the CMA Society of BC, the United Way of Canada, the United Way of Greater Victoria, PacificSport Victoria and others. Over the years I have worked on many Board committees, and I have chaired two Boards of Directors.

I am proud of the growth of Peninsula Co-op and of the significant contribution our Co-op makes to our community as an employer of choice and as a strong supporter of so many local community programs. I am deeply committed to the best interests of our members and to engaging our membership to ensure the Co-op continues to best serve your needs. I ask for your support in order to continue to bring my skills, experience and strong work ethic to work for the ongoing success of the Peninsula Co-op.

Cathie OunstedIncumbent - Endorsed by Nominations CommitteeI am pleased to put forward my name to serve on the Board of Directors. I bring with me 12 years of retail grocery

experience at a senior management level of a large local grocery store chain, experience as a former owner of the Red Barn Market and I currently operate a family owned accounting firm in Victoria with my husband. For the past 8 years I have also been a Director on the

Peninsula Co-op Board; sitting on the Member Relations, Finance, Nominations and Executive Committees. I have also sat as a Director on the Central Saanich Police Board as well as a Director for the Island Catholic School Board. Most recently I was elected to Central Saanich Council.

It is with this operational, financial and Board experience that provides me an excellent opportunity to benefit the Peninsula Co-op Board of Directors.

Having lived in Central Saanich for the past 17 years, it is my opinion that co-operative business

practices support our consumer and community needs and if re-elected, I would continue to work hard maintaining and developing these principles that have served our Co-op so well. The Peninsula Co-op is a predominant partner in our social fabric on the Saanich Peninsula and Greater Victoria and I feel privileged to have been a part of this success for the past 8 years.

I would be honoured for your support to be re-elected to the Board of Directors of the Peninsula Co-op.

Roger HartEndorsed by Nominations CommitteeRoger’s experience as an Associate Partner in Canada’s largest accounting firm gives him

a sound knowledge of fiscal systems and the associated fiduciary responsibilities.

As a Professional Engineer and Management Consultant, he also brings solid business, leadership, community and operational experience to Peninsula Co-op having spent much of the past 20 years providing sound advice to a broad range of public and private

sector client around the world. Locally, he has taken an active leadership role in the Cowichan Valley and is a member of the Economic Development Commission, the Environment Commission as well as being the immediate Past President of the Cowichan Land Trust, Secretary of the Rotary Club, Vice President of the Cowichan Symphony Society and so forth. He is committed to the development of corporate citizenship and is already working with his local credit union for strategic support for co-op development projects such as elder care, food systems, affordable housing, etc.

Roger is passionate about co-ops and recently

organized an event at VIU in collaboration with the B.C. Co-operatives Association to celebrate the U.N. Year of the Co-operative. The event was so successful that Campus Security spent an hour turning people away because there was no more standing room available.

With some local governments on Vancouver Island already envisaging the removal of fossil fuel for residential heating by 2030, Roger would like Peninsula to begin exploring the business potential in renewable energy resources; an area in which co-operatives already make up 50% of the market in Germany.

Glenn DavidsonMy motivation to be a board member is that I have a vision for the future of the Co-op that is similar to the existing board, in that I want to see it thrive and grow.

I am a Certified General Accountant (CGA) for nearly 30 years; I have run a successful accounting practice in Brentwood Bay. I know my skill set will be an asset to the Co-op, therefore, I am pleased to put my name forward

as a candidate to the board.

Living on the Saanich Peninsula since 1967 I have raised a family of four on my own for many years, and this has provided me skills that relate to dealing with a multiplicity of issues and the need to keep household costs to a minimum.

My community involvement has been as treasurer of Need Crisis Line, and the Farmland’s Trust; working with Peninsula Streams, and the Pacific Animal Therapy Society, and as a founding member of the For the Love of Africa Society.

I envision a return to the roots of the Co-op, I support for profit organizations that make money and make sense.

If elected to the board, it would be my goal to increase patronage dividends, by implementing new revenue streams and cost cutting measures. Another goal, which goes hand in hand with increasing revenue streams and supporting the community, is to increase the amount of local products sold through the Co-op grocery and other outlets supporting working arrangements with local farmers and suppliers.

Jack ThornburghCo-operatives first stirred my imagination more than 15 years ago, and I’ve been a member ever since. I also served as a Director of the Coastal Community Credit

Union, based on co-operative principles.

As a North Saanich resident, I’ve served on the Agricultural Advisory and the Environmental Advisory Commissions. I volunteer with the Peninsula Streams Society, and also coach children 8 to 12 years old at the Peninsula Track Club.

In my previous work as counsellor and Executive Director of a counselling agency, plus experience on several Boards of Directors, I gained much experience in budgeting, project management, fundraising, and strategic short- and long-term planning.

My vision for Peninsula Co-op? Maintain our successful fuel services. Diversify our food retailing with stores in other municipalities so that more members have access to a nearby Co-op food store. Source more of our products locally, and thus promote local agriculture and local jobs. Explore partnerships with other co-

operatives and community organizations to foster new co-op initiatives: an example might be a co-op farming partnership.

Having a strong belief and practice in open democratic dialogue, I am confident that transparent, effective, and respectful communication can be the hallmarks of our Co-op. I am committed to building on Peninsula Co-op’s strengths, addressing its weaknesses, and responding to our members’ ideas on how the Co-op can better serve its community.

The following candidate did not attend an information session for the purpose of learning about the commitments and responsibilities of a Director.

Ron MacIsaacI was born in Prince Albert, Saskatchewan to John MacIsaac, a World War 1 veteran of the Royal Flying Corps and early organizer of the co-op movement. My

mother Mary MacIsaac was similarly a lifelong supporter of co-op. I attended the University of Saskatchewan and upon graduating with a law degree I moved to Nanaimo to practice law. I was the solicitor for the city of Port Alberni

and for the Qualicum Beach School Board. I established a number of law offices worldwide before moving to Victoria where I now work with my son Dan in Colwood. I live near Langford Lake where I enjoy sailing a small sailboat and hosting swim parties for many of my friends. I enjoy horseback riding and tennis. I have visited 102 countries largely because of my love of travel but also to deal with immigration and other foreign legal issues. I lived and worked for a period of time in the British crown colony of

Grand Cayman Island. My work there consisted of trial law in support of recovering aboriginal land. I am a supporter of Canadian native issues and am on the Board of two native societies. I have six children all of whom support the co-op movement. Three of my daughters teach music in Victoria. One of my sons is in the arctic teaching mining techniques to the Inuit. Another son teaches computer sciences in the Silicon Valley. I am a strong supporter of the idea of growth for our co-op.

2012 Board of Director Nominees