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Members’ Review 2015

Members’ Review 2015 - Bath Building Society · Kingdom will hold a referendum in 2016 on whether or not to remain in the ... always need to guard against complacency. The Board

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Page 1: Members’ Review 2015 - Bath Building Society · Kingdom will hold a referendum in 2016 on whether or not to remain in the ... always need to guard against complacency. The Board

Members’Review 2015

Page 2: Members’ Review 2015 - Bath Building Society · Kingdom will hold a referendum in 2016 on whether or not to remain in the ... always need to guard against complacency. The Board

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The photographs in our Members’ Review were taken by Paolo Ferla www.ferlapaolo.com

All of the photographs in our Members’ Review were taken by Paolo Ferla. For more information visit www.ferlapaolo.com

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In a year where the markets for mortgages and savings have become more challenging and competitive, the Society has maintained its course and delivered another successful year with steady growth.

Group key performance indicators:

For the year ended 31 December 2015

Chairman’s Statement

£26.8m (2014 restated: £23.6m);

Group reserves rose by 13.7% to

Group profit on ordinary activities before taxation rose by 10.3% to

£4.1m (2014 restated: £3.7m);

Assets of the Group increased by 4.8% to

£292.6m (2014 restated: £279.1m).

Liquid assets increased from 22.5% to 23.5% of shares and borrowings with further funding available to the Society from the Funding for Lending Scheme;

£226.9m (2014 restated: £218.5m);

Gross mortgage lending of £40.9m (2014: £37.4m) which increased the Society’s mortgage book by 3.9% to a record level of

The Chairman’s Statement - for the year ended 31 December 2015

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4The Chairman’s Statement - for the year ended 31 December 2015

2015 has been a year of surprises.Few predicted the outcome of the General Election or the deep divisions in the opposition which have encouraged the government to pursue a more radical agenda. Many would have predicted interest rate rises on the back of renewed inflation, but neither have materialised. Further afield, the global markets have been impacted by a slowdown in the Chinese economy and a new chapter of geopolitical instability in the Middle East is likely to have repercussions on the world economy. Closer to home, the United Kingdom will hold a referendum in 2016 on whether or not to remain in the European Union and there is uncertainty about how any decision to leave would impact on the economy and whether it would influence the direction of future interest rates.

Housing has risen to the top of the political agenda and featured large in the General Election campaign for all political parties. Whilst there is no doubting the commitment of the government to increase supply, there remain considerable challenges in delivering a boost to house building. Scarcity of new homes has, without doubt, contributed to rising house prices, an acute problem now in London and some parts of the South of England including Bath. The hostile environment for first-time-buyers has favoured landlords, many of whom are older and have equity to enable them to access the best mortgage deals. The extent of this trend has encouraged government to intervene with fiscal measures aimed at restoring a more balanced market between first-time-buyers and landlords.

Our position is and has always been to support both first-time-buyers and investors in properties. Whilst buy-to-let forms approximately 34% of our mortgage book, we have developed a range of innovative products to assist first-time-buyers over recent years. We plan further innovation in this area recognising that, in and around Bath, house prices are well above the national average whilst wages are broadly in line with national wages.

In the savings market government intervention in the form of the Pensioner Bond caused some distortions in the market, but the Society; through its diverse channels for savings business, strong brand values and attractive rates for existing customers has managed to maintain steady and consistent funding. Over the course of the year the Society repaid the majority of the funds obtained through the government’s Funding for Lending Scheme (FLS).

We are, of course, still in an era of response to, and recovery from, the recent financial crisis in which faults in the banking system were exposed. Inevitably over this period of time, regulation has had a powerful part to play in restoring financial stability and building trust.

Prudent financial institutions have had to cope with a massive burden of new regulatory initiatives. The Society finds itself in a position of a vastly increased workload around regulation and compliance and this has delayed the introduction of some changes we would like to introduce to the benefit

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The internal roof of The Abbey in Bath.

The Chairman’s Statement - for the year ended 31 December 2015

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6The Chairman’s Statement - for the year ended 31 December 2015

of customers. We do remain committed to the further development of our business online, to improve the service to savers and to create a mortgage portal to accept and track mortgage applications online.

The Society’s BoardThe Society’s Board comprises six Non-Executive and two Executive members who are all committed to running the Society for the benefit of its savers and borrowers. The Society’s Board looks to ensure that the Society has in place appropriate systems of procedures and controls; that finances are managed prudently; that the Society’s capital strength and the availability of liquid resources are given due focus and attention, and that the Society’s Members are treated fairly. It also has a responsibility for ensuring that the Society has a strategy which will allow the business to be sustainable over the longer term. A successful Board requires good standards of governance, a committed and capable team and a healthy balance of challenge and support to management. My observation in my first full year as Chairman is that these characteristics are present in the Society’s Board, but we always need to guard against complacency.

The Board is subject to periodic review by our regulators and I am pleased to report that in 2015 the Board was judged by the Prudential Regulation Authority to be effective. The Board’s recent work to further strengthen its ability to identify and manage risk was acknowledged. In the wake of the financial crisis, all financial institutions have been required to designate certain key responsibilities to individual directors but whilst specific accountabilities

do lie with individuals, the Society’s Board will still run as a collegiate team.

Increasingly, we are aware of the risks to data security posed by hackers and fraudsters in all types of business and have invested to ensure that we meet new higher standards to combat cyber-crime. We see this as a priority for all financial service institutions and have formed a new subcommittee reporting to the Society’s Risk Committee to address all matters of resilience in our IT systems.

In 2015 our Chief Executive, Dick Jenkins, was appointed to become Chairman of the Building Societies’ Association (BSA), the trade body for the Building Society sector which does an effective job at providing services for all 44 Societies and representing the sector to the regulators and government. Dick will undertake his BSA duties alongside his work for Bath Building Society during his period of office which runs to the spring of 2017.

At the end of 2015 Chris Nott, Chair of the Audit Committee, took retirement having been a tireless champion of the Society and a skilled member of the Board team for some nine years. His wisdom and experience will be greatly missed. The Society has appointed a new Non-Executive Director, David Smith, who will stand for election at the 2016 Annual General Meeting.

Robert Derry-EvansChairman3 March 2016

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A view of the City from our hot air balloon over Victoria Park.

The Chairman’s Statement - for the year ended 31 December 2015

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For the year ended 31 December 2015

Chief Executive’s Report

The Chief Executive’s Report - for the year ended 31 December 2015

A view of the Canal from Bathwick Hill in Bath.

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MortgagesFollowing a recovery in house prices and levels of housing transactions over 2013 and 2014, many expected the mortgage market to recover further in 2015. Growth in the mortgage market was in fact modest in 2015, with the strongest growth being in the remortgaging and buy-to-let segments. The clear consensus within the industry is that, for a variety of reasons, a shortage of housing supply remained a very considerable problem and this fed into steadily growing house prices across the year, with London again experiencing the highest rises. The level of stock on estate agents’ books fell throughout the year and levels of house purchases were low by historic standards.

Over the course of the year expectations have been changing about the timing of an increase in interest rates and it would now appear that rate rises, when they come, will be modest to avoid choking off economic recovery in the UK. This has led to a marketplace shift from variable to fixed rate mortgages and the Society has responded by raising the level of fixed rate lending in its mortgage book to a current level of 14.1% (2014: 4.8%) with 56.5% (2014: 8.3%) of gross lending in 2015 being on a fixed rate basis.

The continued availability of low-cost funding in the market place has been prolonged by extensions to the Bank of England’s Funding for Lending Scheme. This, coupled with the return of the larger banks to the market and the emergence of new ‘challenger banks’, has increased competition in the mortgage market and this level of competition is starting to impact on the Society’s interest margin which peaked

early in 2015. The competition in the mainstream mortgage market; particularly in the remortgage segment, has been particularly intense and whilst the Society generally is not a significant player in this segment, this competition has increased the levels of redemptions and thus constrained growth of the Society’s overall mortgage book.

The Society continues to base its strategy on the enduring need for a different style of lending in which manual underwriting remains key. The Society’s approach particularly suits borrowers with unusual circumstances for whom the mainstream offering of the ‘factory’ mortgage processors is unsuitable. This positioning is essential to compete effectively in a highly concentrated market in which over 80% of lending is handled by the top six providers. The Society focusses on particular types of applicants such as those seeking buy-to-let loans, the self-employed, those building their own homes and some categories of first-time-buyers. 2015 has been a good year for the Society’s student mortgage (Buy-For-Uni) following a report in the national press which emerged early in the year about a student who had fared particularly well with this arrangement.

Another area in which the Society has performed well is in the granting of mortgages to older borrowers who are either already in retirement or alternatively will be in retirement before the loan term completes. The Society does not operate a policy-driven maximum borrower age as such, but instead it takes a view based on each borrower’s individual circumstances. Whilst not moving into traditional Equity

The Chief Executive’s Report - for the year ended 31 December 2015

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10The Chief Executive’s Report - for the year ended 31 December 2015

The Society continues to offer a wide variety of accounts to consumers, businesses, pension fund administrators, clubs and charities and trusts...

Release mortgages in which interest is rolled up into the value of the loan, the Society expects to increase steadily its level of lending to older customers in the coming years.

It will also be exploring further ways of assisting borrowers to get onto the housing market in 2016 and beyond.

The Society has continued to see a reduction in the number of arrears cases through 2015. At the start of the year, 15 mortgages had arrears in excess of three months payments. By the end of the year this had fallen to 11 cases. As at the end of 2015, the Society had one property in possession (2014: one). The Society currently has no loans with arrears in excess of three months which were originated after 2011.

Savings and fundingIn 2012, in common with many other Building Societies, the Society decided to join the Bank of England’s Funding for Lending Scheme. Originally it was envisaged that the Society might utilise this funding to a maximum level of 10% of its total assets. At the end of 2014 the Society had withdrawn £17m from the scheme representing some 6.1% of its assets. The Society over the course of this year has repaid much of that funding and now some £4.5m of FLS funding remains drawn down representing 1.5% of the Society’s asset base, although the capacity remains to withdraw further funds if needed. Interest rates remain low and it has been the Society’s strategy to limit new funding

and to instead provide competitive rates to existing savers, recognising that this is a difficult time for savers with a prolonged period of very low returns. The Society continues to offer a wide variety of accounts to consumers, businesses, pension fund administrators, clubs and charities and trusts, and views the breadth of its funding base as a source of strength.

It is the Society’s plan to introduce a Help-to-Buy ISA in 2016 which offers government support to fund the mortgage deposit for aspiring homeowners.

In 2015 the Society secured a continuation of its lease on its premises at Wood Street in the centre of Bath. Along with its other Bath branch at Moorland Road, it is set to continue to offer a high street presence for many years to come. Notwithstanding this, the Society is committed to extending its postal, online and mobile-based services to customers to complement its branch-based facilities.

Property lettingBath Property Letting continues to provide letting services to landlords and tenants in and around Bath and is a wholly

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11The Chief Executive’s Report - for the year ended 31 December 2015

A view of Bath from Alexandra Park.

Page 12: Members’ Review 2015 - Bath Building Society · Kingdom will hold a referendum in 2016 on whether or not to remain in the ... always need to guard against complacency. The Board

12The Chief Executive’s Report - for the year ended 31 December 2015

A view of The Royal Crescent from our hot air balloon.

Page 13: Members’ Review 2015 - Bath Building Society · Kingdom will hold a referendum in 2016 on whether or not to remain in the ... always need to guard against complacency. The Board

13The Chief Executive’s Report - for the year ended 31 December 2015

owned subsidiary of the Society. Bath is a particularly vibrant city for property letting with in excess of 40 specialist agencies and a number of other estate agents offering letting facilities. 2015 saw an expansion of the Society’s letting activities with a contract to provide further services to Curo, the Bath-based Housing Association, previously known as Somer. The Society’s profit before tax in this business increased to £114,782 (2014: £110,223), this increase occurring despite a decision to speed up the amortisation of goodwill and additional costs involved in servicing the Curo business in its first year.

Community involvementThe Society continues to work with a range of local charities through various channels.

The Society donated almost £7,000 plus a number of hot air balloon tickets to a diverse range of charities through its Charity Awards scheme. The Charity Awards are designed to assist locally oriented charities that often find it difficult to raise funds. The Society’s main award was awarded to the Trauma Recovery Centre based at Twerton which provides counselling and related services to children suffering from a range of problems and adults connected to them. Other local charities benefiting from the scheme included Voices a project focusing on domestic abuse, Freewheelers, a motorcycle group transporting urgent medical supplies, and the Bath Toy Library. The Society also provided sponsorship for World Mental Health Day which was held in Bath in 2015.

Once again, the Society sponsored the annual Fireworks on the Rec event organised by The Rotary Club of Bath. 2015 marked 40 years of the Society’s sponsorship for this event and once again a significant sum was raised by the event to support local charities with some of the funds raised going to support the Society’s nominated Charity of the Year. The Society’s sponsorship also includes the children’s Firework Safety Poster Competition which is now educating a third generation of Bathonians about the delights and dangers of fireworks and reinforcing the message that the best and safest way to enjoy fireworks is at a well-organised display.

The Society overall has enjoyed another successful year in which it has further cemented its reputation as a highly successful example of a small institution competing effectively with far larger players and also making a difference in the lives of local people. I would like to take this opportunity to thank the staff, suppliers and, most importantly, the Members of the Society for their continued support.

Dick JenkinsChief Executive3 March 2016

Page 14: Members’ Review 2015 - Bath Building Society · Kingdom will hold a referendum in 2016 on whether or not to remain in the ... always need to guard against complacency. The Board

14Charity of the Year 2015/16 - The Trauma Recovery Centre

Our Charity of the YearThe Trauma Recovery Centre (TRC) exists to help children recover from trauma. This could be a deeply distressing or disturbing experience, which is overwhelming for a child and can hinder their safety and security. The TRC exists to “facilitate recovery for children and young people as they process trauma, and support them as they piece their lives back together until a wholeness can be found”. To achieve this they have four projects facilitated by a large group of qualified professionals:

The TRC Therapy Centre runs in Bath and Bristol to help children who are not coping to process their trauma, improving both their wellbeing, their ability to engage at school and socially and reducing their trauma symptoms.

The Oakside Creative Education Centre is for those children and young people who struggle with mainstream school, and may be seen as defiant, non engaging or phobic. Oakside helps these children recover and learn in a therapeutic environment.

The TRC Training Centre underpins the three projects to ensure a constant provision of excellent training for all TRC teams and other professionals from key experts in trauma recovery in the UK.If you would like to join us in supporting the TRC, visit their website: www.trc-uk.org

A child’s drawing after attending the TRC.

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15Report of the Directors on Remuneration - for the year ended 31 December 2015

Report of the Directors on RemunerationFor the year ended 31 December 2015Unaudited informationThe following Report of the Directors on Remuneration will be put to an advisory vote of the Members at the forthcoming Annual General Meeting.

The Board has due regard to the principles outlined in the UK Corporate Governance Code relating to the setting of remuneration.

Level and components of remuneration The Society’s remuneration policy is to reward Directors through salary according to their expertise, experience and contribution. The Society also carries out benchmarking against other comparable organisations.

Executive Directors’ emolumentsThe remuneration arrangements for Executive Directors consist only of basic salary, annual bonus, pension and other benefits. The Executive Directors do not hold outside directorships that provide an income for the benefit of themselves.

The Nomination and Remuneration Committee designs the Executive Directors’ bonus scheme to align the interests of Executive Directors with the interests of Members and provide incentives that recognise corporate and personal performance. If a range of challenging personal and operational targets is achieved, R D Jenkins and K A Gray can achieve a bonus of 10% of basic salary. The Committee has the discretion to reward the Executive Directors with an additional bonus element equivalent to a maximum of 5% of basic salary if exceptional performance is deemed to be delivered.

The Executive Directors benefit from a pension scheme whereby the Society contributes 12% of basic salary per annum to a money purchase scheme. In lieu of his entitlement to pension contributions, R D Jenkins has opted to receive a cash equivalent sum at no extra gross cost to the Society. The Society operates no final salary pension arrangements.

Executive Directors receive other taxable benefits including a car. The aggregate amount of these benefits is included in Table 1 on page 16.

Executive Directors’ contractual termsEach Executive Director has a service contract with the Society, terminable by either party giving six months’ notice.

Non-Executive DirectorsThe level of fees payable to Non-Executive Directors is assessed by the Nomination and Remuneration Committee using information from comparable organisations. These fees are not pensionable. Non-Executive Directors do not participate in any bonus schemes and they do not receive any other benefits. Details of Non-Executive Directors’ emoluments are set out in Table 2 on page 16.

The terms of appointment letter for each Non-Executive Director specifies that either party giving one month’s notice may terminate the agreement.

Procedure for determining remunerationR Derry-Evans, D A Berresford and A Cha constitute the Nomination and Remuneration Committee. It is responsible for setting Executive Director remuneration. In view of the increasing responsibilities and work load of Non-Executive Directors, the Committee approved a 3% rise for 2016.

The Nomination and Remuneration Committee normally reviews basic salaries, annually, by reference to jobs carrying similar responsibilities in comparable organisations and local market conditions generally.

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16Report of the Directors on Remuneration - for the year ended 31 December 2015

Audited informationTable 1: Executive Directors’ Emoluments

Table 2: Non-Executive Directors’ Emoluments (comprising fees only)

2015 2014 £ £

R Derry-Evans (Society Chairman) 32,364 14,816

C M Smyth (Society Vice-Chairman) 22,389 21,122

D A Berresford 22,389 21,122

A Cha 22,389 12,346

D Stirk 22,389 12,346

C W J Nott (retired 31 December 2015) 22,389 21,122

C J L Moorsom (retired 31 December 2014) - 30,381

T J Fussell (retired 6 June 2014) - 11,119

D Coles (retired 19 January 2014) - 874

Totals 144,309 145,248

On behalf of the Nomination and Remuneration CommitteeR Derry-Evans Chairman3 March 2016

2015 Basic salary

Salary in lieu of pension

contribution

Annual bonus

Benefits Pension contributions

Total 2015

£ £ £ £ £ £

R D Jenkins 136,875 14,434 15,125 7,478 - 173,912

K A Gray 107,333 - 12,960 9,125 12,880 142,298

Totals 2015 244,208 14,434 28,085 16,603 12,880 316,210

2014 Basic salary

Salary in lieu of pension

contribution

Annual bonus

Benefits Pension contributions

Total 2014

£ £ £ £ £ £

R D Jenkins 128,500 11,424 16,900 7,844 2,420 167,088

K A Gray 98,833 - 13,000 7,785 11,860 131,478

Totals 2014 227,333 11,424 29,900 15,629 14,280 298,566

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Summary Financial StatementThis financial statement is a summary of information in the audited Annual Accounts, the Directors’ Report and the Annual Business Statement, all of which will be available to Members and depositors free of charge on demand at every office of Bath Building Society from Friday 1 April 2016.

Summary Directors’ Report The information required to be presented within the summary Directors’ Report is given in theChief Executive’s Review on pages 8 to 13.

Net interest receivable

Other income and chargesAdministrative expensesOperating profit before provisions

Impairment losses on loans and advances to customers Movement in provisions for liabilities - customer redressMovement in provisions for liabilities - FSCS Levy charge

Net loss on disposal of subsidiaryOperating profit and profit on ordinary activities before tax

Tax on profit on ordinary activitiesEquity minority interestProfit for the year

Summary income statementGroup results for the year ended 31 December 2015 2015

£000

7,884

539(3,927)

4,496

(281)-

(128)4,087

-4,087

(847)-

3,240

2014restated

£000

7,479

587(3,711)4,355

(456)(19)

(166)3,714

(10) 3,704

(835)(12)

2,857

Assets Liquid assets Mortgages Fixed and other assetsTotal assets

Liabilities Shares Borrowings Other liabilities General reserve Revaluation reserveTotal liabilities

Summary balance sheetGroup financial position at end of year 2015

£000

62,202226,927

3,458292,587

198,85865,532

1,37926,772

46292,587

2014 restated

£000

57,097 218,491

3,472279,060

188,28665,892

1,304 23,532

46279,060

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Approved by the Board of Directors on 3 March 2016 and signed on its behalf by:

R Derry-Evans, ChairmanR D Jenkins, Chief ExecutiveK A Gray, Deputy Chief Executive

Key financial ratios

Gross capital as a percentage of shares and borrowingsLiquid assets as a percentage of shares and borrowingsProfit for the year as a percentage of mean total assetsManagement expenses as a percentage of mean total assets

2015%

10.1 23.51.13 1.37

2014 %

9.322.51.041.34

Notes to the Summary Financial Statement

1. The summary financial statement is prepared on a Group basis.

2. The gross capital ratio measures the Group’s capital as a proportion of its shares and borrowings. The Group’s gross capital comprises reserves, including revaluation reserve, which have been accumulated over many years and provides a relative indicator of the Group’s financial stability.

3. The liquid assets ratio represents the total of cash, debt securities and short-term deposits held by the Group, as a proportion of the Group’s shares and borrowings. Cash, debt securities and investments are held by the Group for prudential purposes in order to meet investor withdrawals from their accounts, make mortgage advances to borrowers and to fund general business activities.

4. Profit for the year as a percentage of mean total assets represents the Group’s profit for the year (after tax) as a proportion of the average total assets at the end of the year.

The Group needs to make a reasonable level of profit each year in order to maintain its gross capital ratio at a suitable level to protect investors’ funds. The Directors believe the profit for the year is consistent with the aims of mutuality.

5. The management expenses ratio measures the proportion that the Group’s administrative expenses bear to the average of the Group’s total assets during the year and excludes the levy to the Financial Services Compensation Scheme.

6. The Bath Building Society Group was required to prepare its financial statements for the year ended 31 December 2015 in accordance with Financial Reporting Standard 102 (FRS 102) as issued by the Financial Reporting Council. The prior year financial statements have been restated for material adjustments to reflect the adoption of FRS 102 in the current year, and to allow meaningful comparisons to be made.

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We have examined the summary financial statement for the year ended 31 December 2015 which comprises the summary Income Statement and Balance Sheet together with the summary Directors’ Report.

This report is made solely to the Society’s Members, as a body, in accordance with section 76(5) of the Building Societies Act 1986. Our work has been undertaken so that we might state to the Society’s Members those matters we are required to state to them in an auditor’s report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Society and the Society’s Members as a body, for our audit work, for this report, for our audit report, or for the opinions we have formed.

Respective responsibilities of Directors and Auditor

The Directors are responsible for preparing the summary financial statement, in accordance with applicable United Kingdom law.

Our responsibility is to report to you our opinion on the consistency of the summary financial statement with the full financial statements, Annual Business Statement and Directors’ Report and its conformity with the relevant requirements of Section 76 of the Building Societies Act 1986 and regulations made under it.

Independent Auditor’s statement to the Members and Depositors of Bath Investment & Building Society

We conducted our work in accordance with Bulletin 2008/3 “The auditor’s statement on the summary financial statement in the United Kingdom” issued by the Auditing Practices Board. Our report on the Group and Society’s full financial statements describes the basis of our audit opinion on those financial statements.

Opinion on summary financial statement

In our opinion the summary financial statement is consistent with the full financial statements, the Annual Business Statement and Directors’ Report of Bath Investment & Building Society for the year ended 31 December 2015 and complies with the applicable requirements of Section 76 of the Building Societies Act 1986 and regulations made under it. Deloitte LLPChartered Accountants and Statutory AuditorEdinburgh, United Kingdom

4 March 2016

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Notice of Annual General Meeting

The 112th Annual General Meeting (AGM) of the Members of Bath Investment & Building Society will be held on Thursday 28 April 2016, in The Somerset Suite at The Bath City Hilton Hotel in Bath at 12 noon for the following purposes:

Notes

These notes form part of the Notice of the Meeting.

1. Under the Society Rules, a Member entitled to attend the meeting and vote may appoint one proxy to attend and vote on his or her behalf. You may appoint the Chairman of the meeting or anyone else as your proxy. Your proxy may vote for you at the meeting but only on a poll. Your proxy, if other than the Chairman, may not speak at the meeting except in demanding a poll. You may instruct your proxy how to vote at the meeting. Please read the instructions on the proxy form. The voting date is the date of the meeting; Thursday 28 April 2016, if voting in person, and Tuesday 21 April 2016 if voting by proxy. In order to attend and vote at the meeting, or appoint a proxy, you must qualify to vote.

2. To qualify as a voting shareholding Member, you must be an individual of at least 18 years of age on the voting date; have held shares in the Society to the value of at least £100 at 31 December 2015 and continue to hold shares at the voting date; and be the first named on the account in our records.

3. To qualify as a voting borrowing Member you must be an individual of at least 18 years of age on the voting date; have held a mortgage in the Society to the value of at least £100 at 31 December 2015 and hold a mortgage at the voting date; and be the first named on the account in our records.

4. You can only vote once as a Member, irrespective of the number of accounts you hold, whether you hold accounts in the different capacities and whether you qualify to vote as both a shareholding and borrowing Member.

5. Item 3 in the Notice of Meeting relates to a Resolution for Members to vote on the Directors’ Remuneration Report for 2015. As a Building Society we are not obliged to ask Members to vote on this but in accordance with best practice we are asking for an advisory vote and the Board will consider the result and decide what action, if any, will be appropriate.

6. Items 4 to 7 in the Notice of the Meeting relate to Resolutions for re-election and election of Directors.

7. Members attending the meeting must bring evidence of their membership (a current passbook or mortgage statement) in order to obtain admission.

8. If you appoint a proxy, other than the Chairman, to vote on your behalf at the meeting, they must attend the meeting and bring a form of identification, for your vote to count.

1. To receive the Directors’ Report, Annual Accounts and Annual Business Statement for the year ended 31 December 2015.

2. To consider an Ordinary Resolution to re-appoint Deloitte LLP as Auditor of the Society, to hold office until the conclusion of the next AGM at which accounts are laid before the Society and their remuneration be fixed by the Directors.

3. To consider an Ordinary Resolution to approve the Directors’ Remuneration Report.

4. To re-elect Angela Cha.5. To re-elect Kevin Gray.6. To re-elect Denzil Stirk.7. To elect David Smith.8. To transact any other business permitted

by the Rules of the Society.

By Order of the BoardTonia Lovell, Society Secretary3 March 2016

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These are the profiles of the Directors to be re-elected and elected to the Board.

Director Profiles

Director profiles - for re-election and election 2016

Kevin Gray

Kevin joined the Society in 1998. He was appointed to the Board of Directors in 2002 and was appointed Deputy Chief Executive in 2006. A qualified Chartered Accountant, Kevin is the Society’s Finance Director, with responsibility for the Group’s accounting, liquidity management and treasury functions. He also oversees the Society’s Information Technology and Management Information requirements.

Angela was appointed to the Board as a Non-Executive Director in June 2014 and sits on the Conduct and Operations Committee, the Risk Committee and the Nomination and Remuneration Committe.

She is a solicitor with 24 years’ experience having spent the majority of her career at Pinsent Masons specialising in commercial legal and risk management advice in the Financial Services sector. During that time Angela also held senior roles including Integration Partner, joint head of Financial Services and head of her practice group in London. Angela is now a consultant solicitor working with clients largely in the Financial Services sector. She also sits on two NSPCC committees and the membership committee of City Women’s Network.

Angela Cha

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22Director profiles - for re-election and election 2016

David was appointed to the Board as a Non-Executive Director in January 2016. He is Chair of the Audit Committee and also sits on the Risk and Nomination Committees. David was a financial services partner with KPMG in London from 1995 to 2006 having joined the firm in 1983. He was then Head of Group Audit at Man Group plc; the listed alternative asset manager, for six years. He is currently an Independent Member of the Audit Committee at The Health Foundation, a national health care charity based in London. He is a Chartered Accountant.

David Smith

Denzil was appointed to the Board as a Non-Executive Director in June 2014. He sits on the Society’s Audit and Risk Committees and the Assets and Liabilities Committee. He is a Chartered Accountant with 30 years’ experience in financial, treasury and risk management gained as a management consultant, principally working with retail and investment banks. In this time he has run projects in the UK, Europe and the Gulf States.

Denzil Stirk

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Head Office:15 Queen Square, Bath BA1 2HN.

Investment enquiries:Telephone:01225 423271Fax:01225 446914Email:[email protected]

Mortgage enquiries:Telephone:01225 475702Fax:01225 424590Email:[email protected]

Web:www.bathbuildingsociety.co.uk

Telephone calls may be recorded to help the Society to maintain high standards of service delivery.

Bath Investment & Building Society is authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority, Registration Number 206026.