NATIONWIDE BUILDING SOCIETY

Regulatory Filings • Sep 14, 2021

EXECUTION VERSION

FINAL TERMS

MiFID II product governance/Professional investors and ECPs only target market – Solely for the purposes of the manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is eligible counterparties and professional clients only, each as defined in Directive 2014/65/EU (as amended, MiFID II); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturer's target market assessment; however, a distributor subject to MiFID II is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturer's target market assessment) and determining appropriate distribution channels.

UK MIFIR product governance/Professional investors and ECPs only target market - Solely for the purposes of each manufacturer's product approval process, the target market assessment in respect of the Notes has led to the conclusion that: (i) the target market for the Notes is only eligible counterparties, as defined in the FCA Handbook Conduct of Business Sourcebook (COBS), and professional clients, as defined in Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (UK MiFIR); and (ii) all channels for distribution of the Notes to eligible counterparties and professional clients are appropriate. Any person subsequently offering, selling or recommending the Notes (a distributor) should take into consideration the manufacturers' target market assessment; however, a distributor subject to the FCA Handbook Product Intervention and Product Governance Sourcebook is responsible for undertaking its own target market assessment in respect of the Notes (by either adopting or refining the manufacturers' target market assessment) and determining appropriate distribution channels.

Prohibition of sales to UK retail investors – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the United Kingdom (UK). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client, as defined in point (8) of Article 2 of Regulation (EU) No 2017/565 as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (EUWA); (ii) a customer within the meaning of the provisions of the FSMA and any rules or regulations made under the FSMA to implement Directive (EU) 2016/97, where that customer would not qualify as a professional client, as defined in point (8) of Article 2(1) of Regulation (EU) No 600/2014 as it forms part of domestic law by virtue of the EUWA. Consequently no key information document required by Regulation (EU) No 1286/2014 as it forms part of domestic law by virtue of the EUWA (the UK PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the UK has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the UK may be unlawful under the UK PRIIPs Regulation.

Prohibition of sales to EEA retail investors – The Notes are not intended to be offered, sold or otherwise made available to and should not be offered, sold or otherwise made available to any retail investor in the European Economic Area (EEA). For these purposes, a retail investor means a person who is one (or more) of: (i) a retail client as defined in point (11) of Article 4(1) of MiFID II; or (ii) a customer within the meaning of Directive (EU) 2016/97 (the Insurance Distribution Directive), where that customer would not qualify as a professional client as defined in point (10) of Article 4(1) of MiFID II. Consequently no key information document required by Regulation (EU) No 1286/2014 (as amended, the PRIIPs Regulation) for offering or selling the Notes or otherwise making them available to retail investors in the EEA has been prepared and therefore offering or selling the Notes or otherwise making them available to any retail investor in the EEA may be unlawful under the PRIIPs Regulation.

Singapore Securities and Futures Act Product Classification - In connection with Section 309B of the Securities and Futures Act (Chapter 289) of Singapore (the SFA) and the Securities and Futures (Capital Markets Products) Regulations 2018 of Singapore (the CMP Regulations 2018), the Issuer has determined, and hereby notifies all relevant persons (as defined in Section 309A(1) of the SFA, the classification of the Notes as prescribed capital markets products (as defined in the CMP Regulations 2018) and Excluded Investment Products (as defined in MAS Notice SFA 04-N12: Notice on the Sale of Investment Products and MAS Notice FAA-N16: Notice on Recommendations on Investment Products).

10 September 2021

Nationwide Building Society

Legal entity identifier (LEI): 549300XFX12G42QIKN82

€750,000,000 0.250 per cent. Senior Preferred Notes due 2028 issued pursuant to its U.S.\$25,000,000,000 European Note Programme

PART A – CONTRACTUAL TERMS

Terms used herein shall be deemed to be defined as such for the purposes of the Conditions set forth in the Base Prospectus dated 30 October 2020 and the supplements to the Base Prospectus dated 20 November 2020, 1 April 2021 and 24 May 2021 which together constitute a base prospectus (the Base Prospectus) for the purposes of Regulation (EU) (2017/1129) as it forms part of domestic law by virtue of the European Union (Withdrawal) Act 2018 (the Prospectus Regulation). This document constitutes the Final Terms of the Notes described herein for the purposes of the Prospectus Regulation and must be read in conjunction with the Base Prospectus in order to obtain all the relevant information. The Base Prospectus has been published on the website of the London Stock Exchange through a regulatory information service (http://www.londonstockexchange.com/exchange/news/marketnews/market-news-home.html).

TYPE OF NOTE

1.		Status of the Notes:	Senior Preferred
2.	Interest Basis:		Fixed Rate (see paragraph 12 below)
		DESCRIPTION OF THE NOTES
3.	New Global Note:		Yes
4.		Form of Notes:	Temporary Global Note exchangeable for a Permanent Global Note which is exchangeable for Definitive Notes only upon an Exchange Event
5.	(a)	Series Number:	513
	(b)	Tranche Number:	1
	(c)	Date on which the Notes will be consolidated and form a single Series:	Not Applicable
6.	(a)	Nominal Amount of Notes to be issued:	€750,000,000
	(b)	Aggregate nominal amount of Series:	€750,000,000
	(c)	Specified Currency:	Euro (€)

	(d)	Specified Denomination(s):	€100,000 and integral multiples of €1,000 in excess thereof up to and including €199,000. No Notes in definitive form will be issued with a denomination above €199,000.
	(e)	Calculation Amount:	€1,000
7.		Issue Price:	99.564 per cent.
8.		Issue Date:	14 September 2021
9.		Interest Commencement Date:	Issue Date
10.		Automatic/optional conversion from one Interest Basis to another:	Not Applicable
11.		Additional Financial Centre(s):	London and TARGET2 System
	ANY) PAYABLE	PROVISIONS RELATING TO INTEREST (IF
12.		Fixed Rate Note Provisions	Applicable
	(a)	Fixed Rate(s) of Interest:	0.250 per cent. per annum payable annually in arrear on each Fixed Interest Date
	(b)	Fixed Interest Date(s):	14 September in each year from (and including) 14 September 2022 up to (and including) the Maturity Date
	(c)	Initial Broken Amount per denomination:	Not Applicable
	(d)	Fixed Coupon Amount(s):	€2.50 per Calculation Amount
	(e)	Broken Amount(s):	Not Applicable
	(f)	Final Broken Amount per denomination:	Not Applicable
	(g)	Day Count Fraction:	Actual/Actual (ICMA)
	(h)	Business Day Convention:	Following Business Day
		 Adjusted:	Not Applicable
		 Non-Adjusted:	Applicable
	(i)	Additional Business Centre(s):	London and TARGET2 System
	(j)	Determination Date(s):	14 September in each year
13.		Zero Coupon Note Provisions	Not Applicable
14.	Floating Rate Note Provisions		Not Applicable

			$\cdots$
16.		Benchmark Discontinuation:	Not Applicable
PROVISIONS REGARDING REDEMPTION/MATURITY
17.		Maturity Date:	14 September 2028
18.		Redemption at Issuer's option:	Not Applicable
19.		Regulatory Event (Subordinated Notes only):	Not Applicable
20.	(a)	Senior Non-Preferred Notes: Loss Absorption Disqualification Event Redemption:	Not Applicable
	(b)	Loss Absorption Disqualification	Not Applicable

PART B – OTHER INFORMATION

1. LISTING AND ADMISSION TO TRADING

	(a)	Listing and Admission to trading:	Application has been made by the Issuer (or on its behalf) for the Notes to be admitted to trading on the London Stock Exchange's main market and to listing on the Official List of the FCA with effect from the Issue Date.
	(b)	Estimated of total expenses related to admission to trading:	£5,150
2.	RATINGS Ratings:
			The Notes to be issued are expected to be rated:
			Moody's Investors Service Limited:	A1
			S&P Global Ratings UK Limited:	A
			Fitch Ratings Ltd.:	A+
			A rating is not a recommendation to buy, sell or hold securities and may be subject to suspension, reduction or withdrawal at any time by the assigning rating agency. The rating agencies above have published the following high-level descriptions of such ratings:

• A rating of 'A' by Moody's Investors Service Limited is described by it as indicating obligations that are upper-medium grade and are subject to low credit risk. The modifier '1' indicates that the obligation ranks in the higher end of its generic ranking category.
• A rating of 'A' by S&P Global Ratings UK Limited is described by it as indicating an obligation that is somewhat more susceptible to the adverse effects of changes in circumstances and economic conditions than obligations in higher-rated categories. However, the obligor's capacity to meet its financial commitments on the obligation is still strong.
• A rating of 'A' by Fitch Ratings Ltd. is described as denoting expectations of low default risk. The capacity for payment of financial commitments is considered strong. This capacity may, nevertheless, be more vulnerable to adverse business or economic conditions than is the case for higher ratings. The modifier "+" may be appended to a rating to denote relative status within major rating categories.

3. INTERESTS OF NATURAL AND LEGAL PERSONS INVOLVED IN THE ISSUE

Save for any fees payable to the Joint Lead Managers, so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Joint Lead Managers and their affiliates have engaged, and may in the future engage, in investment banking and/or commercial banking transactions with, and may perform other services for, the Issuer and its affiliates in the ordinary course of business.

4. YIELD

Indication of yield: 0.313 per cent. per annum

The yield is calculated on the basis of the Rate of Interest and the Issue Price as at the Issue Date. It is not an indication of future yield.

5. OPERATIONAL INFORMATION

(a)	ISIN:	XS2385790667
(b)	Common Code:	238579066
(c)	Any clearing system(s) other than Euroclear and Clearstream, Luxembourg and the relevant identification number(s):	Not Applicable

• (d) Names and addresses of additional Paying Agent(s) (if any):
• (e) Intended to be held in a manner which would allow Eurosystem eligibility:

Yes. Note that the designation "yes" simply means that the Notes are intended upon issue to be deposited with one of the International Central Securities Depositories (ICSDs) as common safekeeper and does not necessarily mean that the Notes will be recognised as eligible collateral for Eurosystem monetary policy and intra day credit operations by the Eurosystem either upon issue or at any or all times during their life. Such recognition will depend upon the European Central Bank (ECB) being satisfied that Eurosystem eligibility criteria have been met.

(f) Relevant Benchmarks: Not Applicable

6. DISTRIBUTION

• (a) Prohibition of Sales to UK Retail Investors: Applicable
• (b) Prohibition of Sales to EEA Retail Investors:

Applicable

Not Applicable

7. REASONS FOR THE OFFER AND ESTIMATED NET PROCEEDS

(a) Reasons for the offer: See "Use of Proceeds" in the Base Prospectus

(b) Estimated net proceeds: €745,080,000

UKO2: 2003241887.8