NOTICE OF SPECIAL MEETING OF THE MEMBERS OF TALERIS CREDIT UNION

NOTICE IS HEREBY GIVEN that a special meeting of the members of this credit union has been called and will be held in person at 6:00 p.m. on March 11, 2025, at 6111 Oak Tree Blvd., Independence, Ohio, in the lower-level Conference Center for the following purposes;

  1. To consider and act upon a plan and proposal for merging Taleris Credit Union, Inc. (Taleris) with Pathways Financial Credit Union, Inc. (Pathways), whereby all assets and liabilities of Taleris will be transferred to Pathways, and all members of Taleris will become members of Pathways and will be entitled to and will receive shares in Pathways for the shares they own in Taleris on the effective date of the merger.

  2. To ratify, confirm, and approve the action of the Board of Directors of Taleris in authorizing the officers of Taleris , subject to the approval of the members, to do all things and execute all agreements, documents, and other papers necessary to carry out the proposed merger.

The Directors of Pathways Financial Credit Union and Taleris Credit Union have carefully analyzed the assets and liabilities of each credit union and appraised each credit union’s share and loan values. It has been determined that the net worth of Taleris (merging credit union) is 11.66% compared to Pathways net worth of 10.85% as of September 30, 2024. Taleris wishes to recognize its members for maintaining deposits and loans with the Credit Union and will distribute a portion of its net worth to its members as part of the merger. The Board of Directors has agreed to distribute a $1,000,000 special dividend to Taleris members on the effective date of the merger. The amount of the dividend paid to members will be based on the member’s overall relationship with Taleris and other eligibility requirements as determined by the Board of Directors.

NCUA Regulations require merging credit unions to disclose certain increases in compensation that any of the merging credit union’s officials or the five most highly compensated employees have received or may receive in connection with the merger. The following individual will receive such compensation. Mr. Robin Thomas will retire on May 31, 2025. Pathways agrees to pay Mr. Thomas severance pay of $251,583 at the time of his retirement, allow him to remain on the Pathways medical insurance plan through September 30, 2025, and pay out any accrued but unused vacation time and unused sick time.

The directors of Pathways and Taleris have reached the conclusion that the proposed merger is desirable for the following reasons:

This strategic merger will result in members of Taleris gaining access to many new products/services and enhanced electronic access to their credit union membership accounts. Members will also gain additional full-service branch access, as the combined credit union will offer up to twelve (12) full-service branches.

Pathways will be delivering a Comprehensive Digital Experience for Taleris members. Pathways has the resources to improve account management with the latest technologies, including a full-service online access program with bill pay, mobile check deposit, mobile account access, pay anyone payments, text alerts, 24/7 online loan application solutions, and more.

Both credit unions share similar philosophies and a commitment to a high level of service, so apart from the benefits of an increased branch network and access to new products/services, members should see very little change during the transition. All staff members employed by Taleris will continue to be employed at Pathways.

If this merger is approved, Taleris members will automatically become Pathways members. The main office of Pathways Financial Credit Union will be located at 5665 N. Hamilton Rd., Columbus, OH 43230.

The complete packet mailed to members can be viewed by clicking HERE. We greatly appreciate your membership and support of this future, strategic partnership.

BY ORDER OF THE BOARD OF DIRECTORS

Board Chairman