NATIONWIDE BUILDING SOCIETY

Prospectus • Nov 27, 2019

SUPPLEMENT DATED 22 NOVEMBER 2019 TO THE BASE PROSPECTUSES REFERRED TO BELOW

Nationwide Building Society

(Incorporated in England under the Building Societies Act 1986, as amended)

€45,000,000,000 Global Covered Bond Programme

unconditionally and irrevocably guaranteed as to payments by Nationwide Covered Bonds LLP (the LLP)

(a limited liability partnership incorporated in England and Wales)

(the Global Covered Bond Programme)

U.S.\$20,000,000,000 Senior Preferred, Senior Non-Preferred and Subordinated Medium-Term Note Programme

(the USMTN Programme)

This supplement (the Supplement) to the base prospectus dated 15 July 2019 for the Global Covered Bond Programme and the base prospectus dated 25 June 2019 for the USMTN Programme (together, the Base Prospectuses and each, a Base Prospectus) constitutes a supplementary prospectus for the purposes of Section 87G of the Financial Services and Markets Act 2000 and is prepared in connection with the Global Covered Bond Programme and the USMTN Programme, each established by Nationwide Building Society (the Issuer). Terms defined in the Base Prospectuses have the same meaning when used in this Supplement.

This Supplement is supplemental to, and should be read in conjunction with, the relevant Base Prospectus and any other supplements to the relevant Base Prospectus issued by the Issuer.

The Issuer and, in respect of the Global Covered Bond Programme only, the LLP, each accept responsibility for the information contained in this Supplement. To the best of the knowledge of the Issuer and, in respect of the Global Covered Bond Programme only, the LLP (having taken all reasonable care to ensure that such is the case) the information contained in this Supplement is in accordance with the facts and does not omit anything likely to affect the import of such information.

Purpose of this Supplement

The purpose of this Supplement is to:

• (a) incorporate by reference the interim results of the Issuer for the six-month period ended 30 September 2019 (the Interim Results); and
• (b) include a new 'Significant Change' statement.

Interim Results

On 22 November 2019, the Issuer published the Interim Results. A copy of the Interim Results has been filed with the Financial Conduct Authority and, by virtue of this Supplement, the following sections of the Interim Results are incorporated in, and form part of, each Base Prospectus:

• (a) Consolidated interim financial statements (pages 66 to 71);
• (b) Notes to the consolidated interim financial statements (pages 72 to 97);
• (c) Responsibility statement (page 98); and
• (d) Independent review report (page 99).

Any non-incorporated parts of the Interim Results are not relevant for investors.

Copies of all documents incorporated by reference in the Base Prospectuses can be obtained from (i) the principal office of the Issuer, (ii) the specified offices of the Paying Agents for the time being in London and, in relation to the USMTN Programme, Luxembourg, as set out in the relevant Base Prospectus and (iii) on the website of the London Stock Exchange through a regulatory information service (http://www.londonstockexchange.com/exchange/news/market-news/market-news-home.html).

General Information

Global Covered Bond Programme

There has been no significant change in the financial or trading position of the Issuer, the LLP or the Nationwide Group since 30 September 2019.

USMTN Programme

There has been no significant change in the financial or trading position of Nationwide and its subsidiaries since 30 September 2019.

To the extent that there is any inconsistency between (a) any statement in this Supplement or any statement incorporated by reference into the relevant Base Prospectus by this Supplement and (b) any other statement in or incorporated by reference in the relevant Base Prospectus, the statements in (a) above will prevail.

Save as disclosed in this Supplement, there has been no other significant new factor, material mistake or inaccuracy relating to information included in the Base Prospectuses since the publication of the Base Prospectuses.

The date of this Supplement is 22 November 2019.