2016 Notice of Annual General Meeting and Voting Details

01

0203

01Help a Signal Child cheque presentation – charity football match Leek United Building Society v Signal Radio.

02Donation to Donna Louise Children’s Hospice from money raised at 2015 AGM and charity golf day.

03Race for Life Cancer Research Mud Run.

2 3

Message from the Chairman

Notice of Annual General Meeting

Dear Member2016 Annual General MeetingI am pleased to advise you that the 153rd Annual General Meeting (AGM) of members will be held at Leek Cricket Club* at 12 noon on Wednesday 27 April 2016.The Society’s AGM gives you, our members, the opportunity of using your voting rights to support the board in its continuing commitment to mutuality.I would like to draw your attention to a special resolution (item 4) at this year’s AGM regarding an update to our Memorandum reflecting changes in building society law and practice. Further details relating to this resolution can be found on page 7 of this Notice.Enclosed, you will find a copy of our ‘Business Review and Summary Financial Statement 2015’ booklet, highlighting that Leek United has, again, completed another successful year in a difficult and volatile environment.If you are unable to attend the AGM in person, there are three alternative ways for you to vote:Online: Go online at www.leekunited.co.uk/agm and click on the link,

which will take you to the online voting facilities situated on our scrutineer’s security website.

You will need to enter your user ID and password. These can be found at the top of the enclosed proxy voting form.

Full instructions on how to proceed will be available to you.By post: Simply complete the enclosed proxy voting form and return it in the reply

paid envelope provided.In branch: You can place your completed proxy voting form in the confidential ballot

box, which you will find at your local branch.It is the recommendation of the board that you vote in favour of all propositions.As in previous years, we have appointed Howsons Electoral Services to act as independent scrutineers at our AGM in order to ensure confidentiality. If you vote online, you will be directed to a questionnaire. The information you give is extremely valuable and helps us to improve the products and services we offer to you.If you vote using the enclosed proxy voting form, please complete the attached questionnaire and return with your vote in the pre-paid envelope provided.Leek United will again be donating 10p for each vote cast and we will double that if you ALSO complete the questionnaire, with the total amount raised being split equally between the ‘Douglas Macmillan Charity’ and the ‘Donna Louise Trust’.Please help us to help these worthwhile organisations by voting NOW.

Yours sincerely,

Peter KernsChairman* Directions to Leek Cricket Club can be found at the back of this booklet. Light refreshments will

be served following the meeting.

Vote online

4 5

0102

03

04

01Mame Diouf and Clare Beardmore at The Crescent Academy school in Meir promoting Stoke City Football Club Community Trust.

02St Edward Street branch undertook a walk from Macclesfield to Leek before work to raise funds for art equipment at the Donna Louise Hospice.

03Launch of Leek United partnership with Stoke City Football Club Community Trust.

04St Edward Street branch taking part in Children in Need.

6 7

153rd Annual General Meeting of the members of Leek United Building Society

Air Ambulance Affinity Account Cheque Presentation.

Donation in lieu of sending Christmas cards

to Derby Hospital.

The Board is proposing that the Society’s Memorandum be changed at this year’s AGM in line with the Building Societies Association’s recommendation. The Building Societies Act 1986 contained a prohibition on building societies giving a floating charge (a charge given by a building society that allows assets covered by the charge to be bought or sold, as it only becomes fixed in certain circumstances such as default by the Society). This prohibition has recently been removed by Parliament so the prohibition in the Society’s Memorandum can also now be removed The Board would only give a floating charge over some or all of the Society’s assets if it thought this was in the best interests of the Society. A reference to an out of date section of the Companies Act 1985 is also being updated.

In respect of the above, Members are being asked to consider and, if thought fit, to pass the following resolution as a Special Resolution:

That the Memorandum of the Society be amended by:

(i) In paragraph 4(a) deleting ‘other than by the creation of a floating charge’;

(ii) In paragraph 7 in the definition ‘dispose (or disposing)’ deleting ‘(except by way of a floating charge); and

(iii) In paragraph 7 in the definition ‘parent undertaking’ deleting ‘section 258 of the Companies Act 1985’ and inserting ‘section 1162 of the Companies Act 2006’.

If required, a tracked version of our Memorandum showing these changes can be found on the Society’s website or can be obtained, on request, at any of our branches, agents or head office.

Changes to the Memorandum of

the Society

Notice of Annual General Meeting

Main sponsors of Leek Show

Notice is hereby given that the 153rd Annual General Meeting of Leek United Building Society will be held on 27 April 2016 at Leek Cricket Club, Highfield, Macclesfield Road, Leek, Staffordshire, ST13 8SG, at 12 noon for the following purposes:-

1. To receive the 2015 Report and Accounts

2. To re-appoint PricewaterhouseCoopers LLP as auditors

3. To approve the Directors’ Remuneration Report

4. To consider and, if thought fit, to pass a special resolution that the Memorandum of the Society be amended as shown in the document produced to the meeting and initialled by the Chairman. See point 3 in the ‘Notes’ section on page 7.

5. To consider and, if thought fit, to elect/re-elect the following directors:

(a) To elect Keith Abercromby (b) To elect John Leveson (c) To elect Kerry Spooner (d) To re-elect Kevin Wilson

6. To transact any other business permitted by the Rules of the Society.

By order of the board of Directors

K WILSONSecretaryMarch 2016

Kevin Wilson, age 57With significant experience in the financial services sector, and a successful career in sales management, I joined Leek United Building Society in 1994.

My initial responsibilities included the development of Leek United Financial Services Limited, the highly successful financial planning subsidiary company of Leek United Building Society which celebrated its 20th anniversary in 2015.

In 1998 I was appointed Sales Director with overall responsibility for the financial advice service, marketing, general insurance as well as our branch network.

I was appointed to the role of Chief Executive in 2005 and have led the Society through a period of unprecedented change in the financial services industry.

During 2015, I have served as a member of the Nominations, Management Risk and Asset and Liability Committees and I also attend the Board Risk and Audit Committees.

I live locally and I am fully committed to the future of Leek United as an independent building society.

Kerry Spooner, age 55Prior to being co-opted to Leek United’s Board in May 2015, I had 9 years of financial services experience as a Non-Executive Director of Market Harborough Building Society. Before retiring from their board in April 2015, I acted as Vice Chair and Senior Independent Director. I also chaired the Remuneration Committee and sat on the Audit, Risk and Nominations Committees.

Before commencing my career as a Non-Executive Director I worked as a solicitor for 20 years, the last 9 years as a corporate finance partner at the magic circle international law firm Allen & Overy LLP in London. Recognised as a Capital Markets expert, I advised major PLCs on mergers and acquisitions transactions and worked with companies on stock exchange listings and initial public offerings.

I am also a member of the Lord Chancellor’s Advisory Committee, Magistrates.

Since becoming a member of Leek United’s Board I have been a member of the Board Risk, Remuneration and Nominations Committees.

8 9

Directors standing for election/re-election

Notice of Annual General Meeting

John Leveson, age 56I was co-opted to Leek United’s Board in May 2015 as a Non-Executive Director and have worked in the building societies industry for over 36 years.

Prior to joining Leek United, I spent 17 years as an executive director of another regional building society. For the last 12 of these years I was Deputy Chief Executive.

During my career I have, at various times, been responsible for marketing, sales, product development, HR, IT, mortgage underwriting, customer services, legal services and internal audit. I have also served on, and chaired, the boards of subsidiary companies involved in estate agency, financial planning and car finance. I am a Fellow of the Chartered Institute of Bankers

I am a Governor of Queen Elizabeth School, a co-educational selective grammar school in Penrith and I am also manager of the GB and NI Transplant Cycling Team.

During 2015, I served as a member of the Board Audit and Remuneration Committees.

Keith Abercromby, age 52I was co-opted on to the Board of Leek United Building Society in March 2016 after a 30 year executive career in retail banking and insurance including the Halifax, Clerical Medical, Aviva and Liverpool Victoria - spending the last 5 years as one of the founding directors of the innovative mortgage lender, Castle Trust.

During my career at the Halifax I was employed at board level in a wide range of roles including chief executive of its life insurance and investment businesses and the executive responsible for risk and products in retail. At Aviva, I was the finance director of its UK life insurance companies – Norwich Union, General Accident and Commercial Union – before being appointed group finance director by Liverpool Victoria.

Recognising the opportunity to provide enhanced consumer choice in the mortgage market led to the role of finance director and chief risk officer of Castle Trust from outset as it went from conception through authorisation to a successful and profitable innovative mortgage business.

Having operated in both mutuals and FTSE 100 companies, I understand the opportunities and challenges that both offer. My commitment to the mutual sector is long standing having started my career as an actuarial consultant to a range of mutual life assurers, 11 years with the Halifax and most recently as Liverpool Victoria’s Finance Director. Only by keeping its members’ interests central to what it does, will a mutual be truly successful.

10 11

1. Voting Conditions(1) If you use the Proxy Voting Form to vote, the

last date for receipt of your vote is 12 noon on 23 April 2016. If you are voting online, the last date for receipt of your vote is midnight on 25 April 2016. You can vote in person at the meeting on 27 April 2016.

(2) You must qualify as either a shareholding member or a borrowing member.

Shareholding Members (a) To qualify as a shareholding member, you

must

(i) if you are an individual, be at least 18 years old on 27 April 2016, and

(ii) have held shares to the value of not less than £100 at midnight at the end of 31 December 2015, and

(iii) not have ceased to hold a share or shares at any time between midnight at the end of 31 December 2015 and the voting date, and

(iv) hold a share or shares on the voting date.

(b) Where the shares are held jointly by two or more persons, only the first named in the records of the Society, in respect of those shares, can have any voting rights.

Borrowing Members (a) To qualify as a borrowing member, you

must

(i) be at least 18 years old on 27 April 2016, and

(ii) have owed the Society not less than £100 in respect of a mortgage debt at midnight at the end of 31 December 2015, and

(iii) owe the Society not less than £100 in respect of a mortgage debt on the voting date.

(b) Where a mortgage debt is owed jointly by two or more persons, only the first named in the records of the Society, in respect of that mortgage, can have any voting rights.

(3) In addition, you can vote only once as a member, irrespective of

(a) the number of accounts you hold and whether you hold accounts in different capacities (for example, on your own behalf and as a trustee), and

(b) whether you qualify to vote as both a shareholding member and a borrowing member and the amount of your shareholding or mortgage debt.

2. Notes on Voting(1) You may vote yourself at the Annual General

Meeting or you may use the form to appoint one proxy to attend and vote for you. You may appoint the Chairman of the Meeting or anyone else as your proxy, and your proxy does not have to be a member of the Society. Your proxy may vote for you at the meeting, but only on a poll. A poll is a formal vote that may take place after an initial vote by a show of hands. Your proxy may not speak at the meeting, except to demand or to join in demanding a poll.

(2) If you wish to instruct your proxy how to vote on your behalf and on any resolution or election/re-election of directors please place an ‘X’ in the appropriate box. If you do not instruct your proxy how to vote on your behalf, your proxy is authorised to vote at his or her discretion in respect of that resolution or election/re-election of directors.

(3) Please do not forget to sign and date the Declaration at the bottom of the voting form. Only signed and dated forms will be valid.

(4) A holder of a power of attorney cannot appoint a proxy but can vote by attending the meeting.

(5) Please complete this form and either place in the ballot box at any Leek United branch or post it to Leek United Building Society Scrutineers, AGM Voting, Howsons Electoral Services, 50 Broad Street, Leek, ST13 5ZX, for receipt no later than 12 noon on 23 April 2016.

(6) Members attending the Meeting will be requested to produce their passbooks or other evidence of membership in order to obtain admission. If you are appointing a proxy, other than the Chairman of the Meeting, to attend the meeting and vote on your behalf, please ensure that your proxy brings an appropriate form of identification to the meeting.

3. Special ResolutionIn order to reflect a recent change in building society law and practice, members are asked to vote on a special resolution to update our ‘Memorandum’. Details of the changes are shown on page 7 of this booklet.

Please read these notes and then complete the enclosed Proxy Voting Form and return it to the society in the reply-paid envelope provided.

01

02

01Launch of Feelgood mortgage which helps one hospice in each of the four counties covered by our branch network – Staffordshire, Cheshire, Shropshire and Derbyshire.

02Donation to Douglas Macmillan from money raised at 2015 AGM and charity golf day.

03Sponsorship of Leek Cricket Club.

03

A member of the Building Societies Association Authorised by the Prudential Regulation Authority and regulated by the Financial Conduct Authority and Prudential Regulation Authority.

DirectionsLeek Cricket ClubIf you are using satellite navigation the address and post code is:Leek Cricket Club, Highfield, Macclesfield Road, Leek, Staffordshire ST13 8SG

Directions:Travelling from Leek, take the A52 (A523) towards Macclesfield, the cricket club is located 1.2 miles from the town centre. The entrance for Leek Cricket Club is situated on the right hand side, 100yds after the change in speed limit.

50 St Edward Street, Leek Staffordshire ST13 5DL

Tel: 01538 384151 Fax: 01538 399179 DX: 16354 LEEKCalls may be monitored and recorded for training purposes

Email: finance@leekunited.co.uk www.leekunited.co.uk

The pulp used in the manufacture of this paper is from renewable timber produced from sustainable forests and is elemental chlorine free.

Ashbourne Road

Buxton Road

Rive

r Chu

rnet

Broad Stre

et

LEEK

Leek TownFootball Club

LeekCricket Club

A53

A53

A52 (A523)

A52 (A523)

A520M

accles�eld Road

High Up Lane

Abbey Green Road

Ched

dleto

n Ro

ad

3113/03/16