Audit Committee - Insurance Company Limited - June 21, 2012

Resolution to Conduct a Portion of the Meeting in the Absence of the Public (Committee of the Whole) in Accordance With Section 29 of the TTC By-Law to Govern Commission Proceedings and Section 190 of the City of Toronto Act Confidential Attachments (TTC Procedural By-Law Section 29 and City of Toronto Act Section 190 (2) Education/Training (TTC Procedural By-Law Section 29(B) and City of Toronto Act Section 190 (3.1)

TTC Insurance Company Limited Audit Committee Meeting No. 4 - Tuesday, June 21, 2011

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Requests to speak must be registered in writing by 12:00 Noon of day preceding meeting day.

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1. PricewaterhouseCoopers Audit Results - 2011
2. Draft Financial Statements of TTC Insurance Company Limited for the Year Ended December 31, 2011
3. Appointment of External Auditors

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P. Milczyn (Chair – TTCICL), J. Parker (Vice-Chair - TTCICL), K. Stintz (Director - TTCICL), J. Colle, M. Augimeri (TTC Commissioners), V. Rodo (President), M.A. Roche (Treasurer), B.M. Leck (General Counsel), A. Byford, M. Ferreira, and J. Cheng (Actuary from J.S. Cheng & Partners) were present.

Vincent Rodo was in the Chair.

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TTCICL Audit Committee Meeting No. 4 – June 21, 2011

The Audit Committee reviewed and approved the minutes of the above mentioned meeting and authorized the Chair and Secretary to sign the same.

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(a) PricewaterhouseCoopers Audit Results - 2011

The Audit Committee received the letter from PricewaterhouseCoopers expressing their opinion on the 2011 financial statements.

(b) Draft Financial Statements of TTC Insurance Company Limited For The Year Ended December 31, 2011

The Audit Committee received the draft financial statement for the year ended December 31, 2011 and recommended that the statement be forwarded to the Director’s Meeting.

(c) Appointment of External Auditors

The Audit Committee approved the recommendation to:

1. Appoint PricewaterhouseCoopers LLP to perform the 2012 financial year-ended audit of TTC Insurance Company Limited at an estimated cost of $14,249 and;
2. Forward this report to the Shareholders for approval.4. New Business

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The meeting adjourned at 11:10 a.m.