NATIONWIDE BUILDING SOCIETY

Capital/Financing Update • Jun 5, 2014

5 June 2014

Nationwide Building Society GBP 5,000,000 Floating Rate Notes due 6 June 2017 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 2 October 2013, the supplemental Prospectus dated 15 November 2013, the supplemental Prospectus dated 25 February 2014 and the supplemental Prospectus dated 29 May 2014 which together constitute a base prospectus for the purposes of Directive 2003/71/EC (and amendments thereto, including Directive 2010/73/EU) (the Prospectus Directive) (the Base Prospectus). This document constitutes the Final Terms of the Notes described herein for the purposes of Article 5.4 of the Prospectus Directive and must be read in conjunction with the Base Prospectus. Full information on the Issuer and the offer of the Notes is only available on the basis of the combination of these Final Terms and the Base Prospectus. 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/market-news/market-newshome.html).

TYPE OF NOTE

New Global Note:

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	DESCRIPTION OF THE NOTES
2.	Interest Basis:	Floating Rate
1.	Deposit/Ordinary/Subordinated:	Ordinary

			Temporary Global Note exchangeable for a Global Permanent Note which is exchangeable for Definitive Notes only upon an Exchange Event
4.		Form of Notes:
5.	(a)	Series Number:	444
	(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:	GBP 5,000,000
	(b)	Aggregate nominal amount Not Applicable of Series (if more than one

$\mathbf{M}$

issue for the Series):

	$\left( c\right)$	Specified Currency:	Pound Sterling ("GBP")
	(d)	Specified Denomination(s):	GBP 100,000 and integral multiples of GBP 1,000 in excess thereof up to and including GBP 199,000. No Notes in definitive form will be issued with a denomination above GBP 199,000.
	(e)	Calculation Amount:	GBP 1,000
7.	Issue Price:		100.00 per cent.
8.	Issue Date:		6 June 2014
9.		Interest Commencement Date:	Issue Date
10.		Automatic/optional conversion from one Interest Basis to another:	Not Applicable
11.	Additional Financial Centre(s)		Not Applicable

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PROVISIONS RELATING TO INTEREST (IF ANY) PAYABLE

12.	Fixed Rate Note Provisions		Not Applicable
13.	Zero Coupon Note Provisions Floating Rate Note Provisions		Not Applicable
			Applicable
14.	(a)	responsible for Party calculating the Interest Rate and Interest Amount (if not the Agent):	Not Applicable
	(b)	Interest Period(s) or specified Interest Payment $Date(s)$ :	Quarterly in arrear. The specified Interest Payment Dates shall be the 6 March, 6 June, 6 September, 6 December in each year from and including 6 September 2014 to and including the Maturity Date.
	(c)	Business Day Convention:	Modified Following Business Day
	(d)	Business Additional $Centre(s)$ :	Not Applicable
	(e)	First Interest Payment Date:	6 September 2014
	(f)	Manner in which Rate of Interest is to be determined:	Screen Rate Determination
	(g)	If Rate Screen Determination:

	(i)	Reference Rate,	Reference Rate: 3 month GBP LIBOR
	Relevant Centre:	Specified Time and Financial	Specified Time: 11.00 a.m. London time
		Relevant Financial Centre: London
	(ii)	Interest Determination Date:	The first London Business Day in the relevant Interest Period
	(iii)	Relevant Screen Page:	Reuters Screen LIBOR01 page
(h)		If ISDA Determination:
		(i) Floating Rate Option:	Not Applicable
		(ii) Designated Maturity	Not Applicable
		(iii) Reset Date:	Not Applicable
(i)		Linear Interpolation:	Not Applicable
(j)	Margin:		plus 0.45 per cent. per annum
(k)	any):	Minimum Interest Rate (if Not Applicable
(1)	any):	Maximum Interest Rate (if Not Applicable
(m)		Day Count Fraction:	Actual/365 (Fixed)

PROVISIONS REGARDING REDEMPTION/MATURITY

15.	Maturity Date:	6 June 2017
16.	Redemption at Issuer's option:	Not Applicable
17.	Redemption at Noteholder's option:	Not Applicable
18.	Final Redemption Amount:	Subject to any purchase and cancellation or early redemption, the Notes will be redeemed on the Maturity Date at 100.00 per cent. of their nominal amount
19.	Early Redemption Amount payable on redemption for taxation reasons or on an Event of Default:	GBP 1,000 per Calculation Amount

GENERAL PROVISIONS APPLICABLE TO THIS ISSUE OF NOTES

U.S. Selling Restrictions: Reg S Compliance Category 2: TEFRA D 20.

Signed on behalf of NATIONWIDE BUILDING SOCIETY

By: Joseph Robinson

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$\sim$ $\sim$

—————————————————————————————————————— Duly Authorised . . . . . . . . . . . . .

PART B - OTHER INFORMATION

LISTING AND ADMISSION TO TRADING 1.

• Application has been made by the Issuer (or Listing and Admission to $(a)$ on his behalf) for the Notes to be admitted to trading: trading on the London Stock Exchange's regulated market and listing on the Official List of the UK Listing Authority with effect from 6 June 2014
• Estimated of total expenses £300 $(b)$ related to admission to trading:

$\overline{2}$ . RATINGS

5.

Ratings:

The Notes to be issued have been rated: Standard & Poor's Credit Market Services Europe Limited: A Fitch Ratings Ltd.: A

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

Save for any fees payable to the Manager(s)/Dealer(s), so far as the Issuer is aware, no person involved in the issue of the Notes has an interest material to the offer. The Manager(s)/Dealer(s) 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

$\overline{4}$ . YIELD (Fixed Rate Notes only)

Not Applicable Indication of yield: OPERATIONAL INFORMATION XS1075024320 $(a)$ ISIN Code: 107502432 $(b)$ Common Code: $(c)$ Any clearing system(s) other Not Applicable Euroclear Bank than S.A./N.V. and Clearstream Banking, société anonyme the relevant and identification number(s):

(d)	initial Paying Agent(s) (if Citigroup Centre any):	Names and addresses of Citibank, N.A., London Office Canada Square Canary Wharf London E14 5LB United Kingdom
(e)	Names and addresses of Not-Applicable additional Paying Agent(s)

(if any):

For the purpose of calculating the U.S. Dollar equivalent of the nominal amount of Notes outstanding under the Programme from time to time, the U.S. Dollar equivalent of Notes denominated in another Specified Currency (as specified in the relevant Final Terms) shall be determined, at the discretion of the Issuer, either as of the date of agreement to issue such Notes (the Agreement Date) or on the preceding day on which commercial banks and foreign exchange markets are open for business in London, in each case on the basis of the spot rate for the sale of U.S. Dollars against the purchase of such Specified Currency in the London foreign exchange market quoted by any leading bank selected by the Issuer on the relevant date of calculation.

The U.S. Dollar equivalent of any Zero Coupon Note and any other Note issued at a discount shall be calculated in the manner specified above by reference to the net proceeds received by the Issuer for the relevant issue.